Two Sides of the Same Sword: The Story of Phase-Out (Story 4)
by Steve the Vehicon
Summary: In the months following his "rescue," Phase-Out, a Decepticon Shifter, spy, and sword master, has infiltrated Team Prime under the guise of the Autobot Mirage. After earning their trust, he starts to secretly feed information about them to Starscream and the Decepticons, but then his life begins to change after he forms an unusually strong bond with one of his would-be enemies.
1. Chapter 1: A New Challenge

Chapter 1: A New Challenge

It was morning. A thin fog covered the outside of the Autobot base where I stood, calm and focused. _Alright..._ I thought easily as I readied the sword on my back, taking in a deep breath of the cold and fresh morning air.

_It's time._

I quickly, quietly, and neatly unsheathed my sword from its resting place, and held it in both my servos. I looked into its reflective surface, seeing the image of myself in it. The blue-and-white coloration of my false form.

Getting the image out of my head, I closed my optics, and began my daily training exercises. Cutting my sword through the air like a beam of light, I made many complex movements. Then I drove blade forward.

A death blow, had a bot been standing there.

I cut and cleaved, parting the mist in front of me like heated plasma through a shelf of paper-thin metal.

_Left, left, right, jab, right..._ I thought as I continued through the motions I had been taught about, and known for centuries.

I continued my practices for three solid hours, as I usually did, before I retired for a break, sheathing my sword, and turning back to the bunker from which I came out of. The fog, by this time, had cleared, and I could see it easily now.

Leaning next to the door, I noticed was the blue form of Arcee.

**"****Hey"** I said as I approached her.** "How long have you been standing there for?" "Long enough to see you make a lot of… "Graceful" movements" **She replied, smirking. **"You've been coming out here and doing this almost every morning and afternoon since you arrived here. Don't you ever get tired of it?" **She asked.

**"****I've trained my mind to accept this as the only entertainment I'll ever need"** I said to her as I passed.** "Of course, until a ****_real_**** battle comes along..."**

**"****I'm guessing you've healed enough to come along on missions now?"** she asked as the large door began to open. **"Hmm... Probably"** I said.

**"****Hmph"** she huffed when we both walked into the base.

After a cycle of silence, I spoke again. **"So... What exactly brought you out there?"** I asked. She looked at me. **"Oh, it's just that I wanted to ask you something"** she said.

**"****Me and Wheeljack noticed that you haven't gotten a vehicle form yet, so we were thinking about taking you out tonight to get one" **she shrugged as we continued on down the tunnel.

**"****Heh, heh..." **I chuckled lightly after she said that. **"What's so funny?"** She asked, shooting me a glance. **"Not much, really..."** I replied. **"It's just that I already snuck out a few nights ago, and scanned one."**

**"****Oh" **she said, a small hint of surprise in her voice. **"Well... That figures."**

**"****Sorry to disappoint you"** I apologized as we got to the end of the tunnel. **"Nah, don't be"** she said. **"It's just that there hasn't been anything to do for the last few days, Cons being quite and all, so I tried to think of something."**

**"****Where's that human you usually keep with you?"** I asked, remembering the boy that was usually by her side.** "Who, Jack? He's on a "vacation" with his mom for a week"** she replied. **"He tried to get out of it, but those kind of excuses don't really work on her anymore"** she chuckled. I did a little too.

**"****Well, I'll be seeing you, Arcee" **I said as I turned to the hall that lead to my quarters. **"See ya"** she said, waving her servo in the air.

* * *

><p><strong>"<strong>**Hmm... Arcee..." **I whispered to myself as I opened the door to my room. As soon as the door closed and locked, I shifted from Mirage's body into my real, darker, sleeker form.

Being a Shifter has its advantages, but not without a few quirks. It always felt good to just get back into my real form after a few days of wearing someone else's, and stretch it out for a little bit.

**"****Hmm... Arcee..." **I whispered again, thinking back to the blue fembot. I had already done both background, and foreground research on most of the bots in the base, but Arcee managed to escape my gaze for a long while. She spends most of her time either on patrols, or guarding her human when he wasn't being watched by someone else.

I have more than enough notes on the others. Bulkhead, while being a bit clumsy and cordial, is a fierce fighter, but has many soft spots, and can be quite creative when left to his own devices. Ratchet is very stubborn, and focuses most on his work, and little elsewhere, save for the bots under his command. Knock Out is similar to Ratchet, but is much more cowardly, and focuses more on his own image than on friends, though can be quite charismatic, when not blowing kisses to himself in a mirror.

But Arcee... The little two-wheeler escapes me. All I know about her is that she is stubborn and stalwart, but what are her combat capabilities? _What to do... _I thought as I polished my swords. _What to do..._

After I finished my care for my weapons, I sat down and meditated for a time on my plight.

_She usually just goes on patrols when there's not much to do, and considering where her charge is, she's probably going to do so again... _I thought, mind tensing. _But what would be a good time to test out her combat abilities? Hmm... Ah, yes! Tonight! She always goes on patrols by herself late at night, these days._

I broke out of my meditation as I thought of my plan, a few dozen cycles later. _Yes, this could work. It would take no small amount of risk, but it would be worth it to see just how skilled of a fighter she is_ I thought as I shifted back into Mirage's form and left the room. _All I need to do now is wait just a few more mega-cycles for her to say..._

* * *

><p><strong>"<strong>**...Guys, I'm going out on patrol for a little bit" **Arcee said as she headed towards the entrance of the tunnel.

**"****Be back soon"** Bulkhead said, turning to her.** "I will be"** she said one last time, transforming into her motorcycle form, and riding out. I waved halfheartedly as I saw her leave._ Now's my chance_ I thought to myself.

**"****Bulkhead, I'm gonna power down for a bit. Good night" **I said, turning to my quarters.** "Already?"** He asked, shocked.** "It's not that late, you know"** **"I'm just a little tired, that's all" **I replied, continuing on. **"Well, good night"** he said as I went past the corner.

As soon as I was out of sight, I activated my hologram unit, and a perfect copy of me appeared in front of me. It walked down the hall in my place, and I turned back to the corner I just went around.

After activating my cloaking device, turning almost fully invisible, I calmly snuck out from behind the corner, and walked to the tunnel Arcee exited just before. As I approached it, I turned one last time to make sure nobody was looking, and headed down it.

With a press of a button on the side panel, the large door split open, and I calmly walked out of it, into the desert. Looking up, I saw thousands of stars in the black night sky.

**"****Let's see..."** I whispered to myself. **"Where would Arcee be at this time?"** I looked at the mental image of the map of the surrounding area I memorized in my mind, and I soon estimated my answer.

Transforming into my muscle car form, I quickly drove out into the desert at my top speed, intent on reaching her when she was furthest from the base, which would normally be halfway through her route.

* * *

><p>Arriving about several cycles later to a paved road, I transformed back into my normal form, and then shifted my body structure to that of my real, slim form, the spike-like protrusions all over my body showing off a wicked-looking shadow in the moonlight.<p>

Turning to the right side of the road, I waited for the sound of a motorcycle's engine, and my audio receptors were not disappointed when I heard one a few cycles later. _I made it in time_ I thought, happily, as a blue motorcycle came into view from behind a few large rock formations. It continued to drive for a nano-klik more, until it noticed me, stopping dead in its tracks with an eerie screech of its brakes.

There was what appeared to be a human with a helmet riding on her, but the figure dissipated the moment I noticed it. A holographic driver.

I stood in the middle of the road, white, pupil-less optics staring at her, when, after a nano-klik of delay, I heard the sound of a T-cog shift, changing Arcee into her true form, a look of mixed expressions on her overall stern face.

**"****Who in Primus are you?"** She asked, optics squinting slightly.** "My name is Phase-Out"** I replied in my true voice. As soon a I said that, her servos shifted into blasters, and pointed at me, threateningly. **"Are you a Decepticon?"** She asked again. **"That I may be..." **I began. Her face turned into a scowl.

**"****I've been watching your team members, from a distance, studying each of your moves and mannerisms. You seem to be the only one I haven't seen in action, yet"** I said to her, pacing around like a turbofox and its prey.

**"****...So I've decided to test out your combat capability."**

As soon as I said that, I reached behind my back and pulled out one of my swords, holding it in my servos as it gleamed in the moonlight.

**"****Oh yeah? Well what makes you so sure I won't just call my team out here to kick your tailpipe?" **She quipped as she stood there, blasters still aimed at me.

**"****Because..."** I started to reply, planting my sword's tip in the ground. **"You're not one do something as cowardly as that. You may, however, turn down my invitation, if that is what you wish."**

**"****If you really are a Decepticon, you sure sound honorable" **Arcee said, putting her blasters away and lowering her arms.** "What exactly would I gain from beating you?" **She asked again. **"I'm glad you asked!"** I answered, jovially.

**"****I'll tell you what, if you can beat me in fair combat, I'll tell you what my master has in store for you and your team, and my true purpose for being here. Sounds fair enough?"** I said to her.

**"****And what, pray tell, do you want in return if I lose?"** She asked, crossing her arms. **"Nothing, really"** I replied. **"The sport of getting to duel an equal, if not sub-equal opponent such as yourself is prize enough for me."**

**"****That sounds rather fishy, especially coming from a bot who literally popped out of nowhere just a few nano-kliks ago" **she said again. **"My offer stands"** I spoke. **"What will be your answer?"**

After a few moments of both of us staring at each other in tantalizing silence, she finally gave me her reply.

**"****If you do stay true to your word, than fine. We can duel" **she answered in a sigh, almost begrudgingly.

**"****Excellent"** I said, pulling my sword out of the ground, twirling it around in my servo for a few nano-kliks before letting it come to a rest. **"Prepare yourself, Arcee" **I began to say, clutching my sword's hilt with both my servos, and getting into a combat stance. **"I'm not going to hold back."**

**"****Neither am I!"** She yelled defiantly, arm blades shifting out as she, too, got into a warrior's position.

With a battle roar, we both simultaneously charged at each other, weapons raised, and steel clashed against steel in the night, sparks flying as metal rubbed against metal.


	2. Chapter 2: An Unusual Request

Chapter 2: An Unusual Request

I brought my sword down onto Arcee, whose arm blades were raised at the ready, catching it between them. She wheezed in reaction when I thrusted my left leg forward into her stomach, sending her sliding back through the sand a few meters, leaving a small trail in the ground.

**"****Are you ready to give up yet?"** I asked her in a mocking manor. She stood on one knee and took deep breath in before standing up again. **"Not even close"** she replied, blue optics burning with fierce determination.

She rushed at me again and threw her left arm forward, intending to cleave at my head. I brought my sword up and blocked it effortlessly, sparks shooting out of the impact.

Her other arm blade went sliding in, intending to slice through my chest. I barely had time to throw my body back in an attempt to dodge it, but I felt it nick my breastplate anyway. Standing back after the attack, I looked down at the barely visible scratch that now faintly ran across it.

**"****Impressive" **I said, feeling my hand across the mark. **"I've never seen very many bots who were able to-" **I was cut off by the sight of Arcee grunting as she threw her fist at my face, just missing as I moved her intended target to the right.

I jumped back until she was out of range, and we stared at each other again. I was breathing calmly, and she was panting heavily.

**"****Attacking an opponent while he is monologuing..."** I began, looking into her optics. **"...Very clever, but, alas, you were not fast enough."**

Her body went into a relaxed position as I had done, and she put her arm blades away. **"You're toying with me, aren't you?"** She said, trying to calm herself down. **"Not toying"** I snapped. **"Testing."**

**"****For what?"** She asked again, calmness fading. **"Like I said, I cannot tell you that"** I replied, lifting my sword again. **"Do you wish to continue?"** **"Yes"** she answered, arm blades snapping out again.** "Very good" **I spoke softly, getting back into another combat stance.

This time, Arcee charged at me, and I stood still, getting ready to counter her attack as I had previously been doing. Just before she could reach me, however, much to my surprise, she randomly stopped, just a few yards ahead of me, and her arm blades disappeared.

Confused, I got out of my combat position, and saw an expression of worry spread on her face, followed by her placing her servo to her intercom.** "I... I'm here"** she spoke nervously in it.** "Don't worry, I'm fine"** she said again, turning her head away. It didn't take long for me to realize that someone at the base was contacting her. I struggled to hold in my laughter at the mood-killing it made.

**"****What am I doing? Oh, just... Eh... Looking at uh..."** She looked back at me and the smirk I wore. **"Just looking at the scenery, nothing else."**

**"****Didn't think lying was in your profile"** I whispered to her, sticking my sword into the ground and leaning on it. **"Hey, shush, you!"** She growled at me, taking her servo off the intercom for a brief moment.

She turned her head away and started talking into it again. **"No, I'm not talking to anyone... Except for ****_you_**** of course. You know what? I'll tell you everything when I get back, happy?"**

She growled as she ended the transmission and stared back at me. **"I take it the duel is off?"** I asked, smile fading from my face. **"Yeah... I gotta head back. I've been out too long"** she said, almost glumly, as she turned to leave.

I took my sword out of the and and sheathed it on my back when she turned around again. **"If you really are a Decepticon, why didn't you try to terminate me?"** She inquired, raising an optic-brow in curiosity.

**"****The answer is simple"** I replied. **"I go by a single, strict rule in life. I believe that I should not destroy, deactivate, or otherwise kill when not necessary. Also, I never said I was one."**

**"****You sure don't sound like a Con"** she said again as she reached the road, transforming into he vehicle form. **"Either way, though, I'm telling my friends about you, and our little "encounter.""**

**"****Do what you will" **I replied in an uncaring manor. **"Just remember this: If you ever want to do a rematch, all you have to do is say so. I have optics and audio-receptors everywhere."**

**"****Hmph. Good to know" **she huffed as she started her engine.** "Happy trails, "Phase-Out." No promises, but I hope I get to face you again."**

With that, she drove down the road, and was soon out of sight, once again leaving me alone with nothing but the stars to keep me company.

* * *

><p>Exploiting the tactic I previously used to beat Arcee to her last destination, I drove directly back to the base, avoiding the road completely, and activated my cloaking device as I neared it. I stood next to the hidden entrance, and right on schedule, I saw Arcee's blue motorcycle form speeding down the road to it.<p>

The two, large, hidden doors opened as she neared them, and as soon as she went through, I ran in myself, before the doors could close again.

Home free, I stealthily passed through the living area, and toward my chambers as Arcee began telling Ratchet of the events that had transpired. I uncloaked just outside my room, and slipped in it, only to meet my holographic counterpart, still fulfilling it's role of making me look as though I was still here, in a powered down position in the corner.

As I shifted into Mirage's form, I watched as the hologram vanished, it's job fulfilled. I sat in the corner it was previously in, and began to power down myself.

**"****That was quite the night"** I said to myself, back in Mirage's voice, sensors fading as started to fall asleep.** "Quite the night..."**

Just before sleep's caress could overtake me, I heard a loud, pounding knocking at my door, waking me up again. **"Mirage. You awake?" **Bulkhead's voice said.** "I am now" **I replied in a surly tone. **"What is it?"**

**"****It's Arcee. She said she ran into a Con on the road! I think you should come listen to her story" **he said again. I heard his footsteps clank away as I rose off of my bed. **"Ah, ha, ha..." **I laughed sarcastically, leaving my room. **"I wonder how this will turn out."**

I walked down the hall until I came across Arcee, Bulkhead, and Ratchet in the living area. They all looked at me when I yawned out loud.** "Mirage, you'll never believe what happened to me!"** Arcee said, a serious expression on her face.

**"****Bulkhead told me you saw a Decepticon on your patrol"** I began to say. **"Funny how one of those actually turned up something"**

**"****This is no laughing matter" **Ratchet growled, shaking his servo at me. **"If that really was a Decepticon, it means they found us! Don't you, of all bots, know how important this is?"**

**"****Ratchet, like I said before, I'm not completely sure if it even was a Decepticon" **Arcee said back to the old medic. **"Just because you didn't see any Decepticon symbol, or anything like that doesn't mean he wasn't one of them"** Ratchet retorted.

**"****You don't get it"** Arcee replied. **"This bot, Phase-Out he said his name was, could have extinguished my spark in one fell swoop. Instead, he simply waited for me in the middle of the road, asked to duel me in a rather sporting manor, and let me leave when I got your call."**

**"****How do you know he could've killed you?" **Ratchet asked, narrowing his optics. **"Because, to be honest, he kicked my can in the fight we had. He said he wasn't going to hold back, but I've never seen a bot so relaxed in the middle of something so tense."**

**"****Do you think he's rogue?" **Bulkhead asked, shrugging his shoulders. **"We can never be sure"** Ratchet said, face becoming less stern.** "We should boost up security measures around here, just to be sure."**

**"****Oh, and another thing"** Arcee suddenly said as Ratchet finished.** "Phase-Out told me that if I ever wanted to challenge him again, all I had to do was say so."**

**"****Really?" **I replied, false surprise in my tone as I folded my arms. **"He sounds like quite a cocky fellow."**

**"****He also said that if I ever were to beat him, he'd tell me all about his plans" **Arcee continued. **"Considering everything else he did, I personally think he's telling the truth. This brings me to another thing..." **She trailed off, turning to me.

**"****Mirage, do you think you could train me in the art of Metallikato?"** She asked. This question caught me off guard, and I struggled to think of what to say next.

**"****You... You do realize what you're asking, right?" **I sputtered. Her expression remained defiant.** "This bot that I faced showed exceptional skill with a sword" **she said again. **"He treated the combat moves I used against him like they were a sick joke."**

**"****Metallikato is not just some... ****_Thing_**** you can learn in just a few days! It takes months, if not years to master even the least complex of techniques!"** I nearly yelled, shaking a pointed finger at her in outrage.** "If there's anything I've learned in the centuries it took ****_me_**** to master it, it's that you must devote your entire life to learning it!"**

**"****I learn quickly" **she replied with a smile. **"Quickly, eh?"** I scoffed. **"I thought I would too, when I was first being taught by master Bludgeon a few hundred years ago. That didn't happen."**

**"****Were you a trained soldier?"** She asked me. **"No... I wasn't..."** I revealed, turning away. **"I was raised arrogant, and uncaring. I'll still never understand why Bludgeon chose me to be his pupil"** I said again, looking into Mirage's memories.

**"****If you were like that, why can't you train me?"** Acree spoke again, walking up to me. I looked back at her, both our optics locking like the sights of a blaster.

**"****You have no idea what you'd be getting me into"** I said, coldly. **"What in Primus do you mean by that?"** Bulkhead asked, curiously. **"I had a student, once"** I replied, looking into my own painful memories. **"And it's a subject I don't want to talk about."**

I began walking down the hall to my room, before I stopped and turned again. **"My student started out like you, Arcee. The experiences I had with her are some I'd rather not want to relive again"** I said, looking back at her.** "What was her name?" **Arcee inquired, a hint of unsettledness in her voice.

**"****If you really must know... Her name was Winglancer"** I whispered just loud enough for them to hear.

With that final word, I went, unimpeded, down to my room. As I sat down on my bed, a feeling of uneasiness coursed through my mind.

_Why does Arcee remind me of her?_ I asked myself repeatedly as I tried to power down. No matter what I tried, however, I stayed awake through the whole, sleepless night, the painful memories of my checkered past haunting me like a restless spirit.


	3. Chapter 3: Sleepless Dreams

Chapter 3: Sleepless Dreams

**_"_****_I don't care what you say, I'm going to help them" _**_Winglancer said, defiance and rebellion in her voice as she and I stood in the center of the Deception HQ._

**_"_****_No" _**_I said again, for the third time now. _**_"We have no idea what this group of Autobot flyers is capable of. You need to give me time to find out their plans and level of skill on the battlefield."_**

**_"_****_Screw that!"_**_ She said again. _**_"You and me both know that if one of us doesn't go with that group, all those soldiers are as good as scrapped!"_**

**_"_****_And you could be too!"_**_ I retorted to her, grabbing her arm. I gazed into her red optics for a few nano-kliks before I spoke again._

**_"_****_I'm... I'm not doubting your abilities..." _**_I began, softly. _**_"Megatron himself commanded me to infiltrate these... "Aerialbots" to see what they're capable of."_**

**_"_****_But why?"_**_ She asked me again, concern in her voice. _**_"Because these bots were part of an Autobot experiment to see if the ability to merge and combine together can be a reality" _**_I answered. _**_"Remember when Shockwave tried to do that, to those two Autobot Wreckers he held as prisoners?"_**

**_"_****_Oh, you mean Rack and Ruin?" _**_She asked again. "_**_Yeah, them" _**_I replied, thinking back to the two twin Autobots that were captured recently. _**_"Shockwave tried to blend them together... It didn't end well."_**

**_"_****_I saw what became of them" _**_Winglancer said with a small groan. _**_"But they did look rather funny, stuck together by their now-conjoined arms, constantly bickering with each other..."_**_  
><em>**_"Back to the task at hand"_**_ I__ said, interrupting her. _**_"I love you, and I don't want you to go into that battle. You know how they said that those combiners might appear, and we have no idea what kind of havoc they can cause."_**

**_"_****_I love you too, but the troops need me! You can just do your job, and I can do mine!" _**_She said again, turning her slim, silver-and-black body from me and walking a short distance._

**_"_****_If you really love me, you can trust me to care for myself in battle more"_**_ She continued, turning back to me._**_ "After all, who have you seen beat me in battle besides you?"_**_ She motioned, patting her hand on the sword situated on her back. _**_"You and I both know I could easily take Megatron's top lieutenant on in a one-versus-one fight."_**

**_"_****_Pfft" _**_I puffed, folding my arms._**_ "Anyone can take on that backbiting wretch." _**_I said, thinking of then-lieutenant Starscream._

**_"_****_Maybe so, but I'm going with those troops whether you like it or not"_**_ she replied, walking up to me. _**_"And when I get back, I'm going to rub it all over your smug, overcautious face."_**

**_"_****_Ha ha"_**_ I laughed, sarcastically. _**_"Just... Just promise you'll get back to me in one piece" _**_I pleaded, seriousness returning in my voice. _**_"I promise"_**_ she replied, wrapping her arms around my neck._

_We kissed passionately for a few nano-kliks before stopping, staring long and hard into each other's optics._

_We were interrupted when I saw a young Decepticon troop stop and stare us as he passed by from the corner of my optic. _**_"Do you mind?" _**_I said, turning to him with a disapproving expression on my face._

**_"_****_Oh, uh... Sorry" _**_he sputtered, quickly walking away. I heard Winglancer laugh as I saw him head off._

**_"_****_We need to find better spots to do this" _**_I said to her, smile reappearing on my face. _**_"Oh, don't be so modest" _**_she quickly replied. _**_"I thought Shifters were famous for their ability to hide feelings, embarrassment included."_**

**_"_****_When we're in somebody else's form, maybe" _**_I retorted. _**_"Oh, speaking of forms..." _**_I continued as our embrace broke. _**_"...I'm going to use the one of a scout we captured a short time ago to get in."_**

_With that, I shifted the plates of my body, and I soon took on the appearance of a young, red-and-blue Autobot with a green visor on his face._

**_"_****_How do I... Er, I mean... "How do I look?"" _**_I said, changing my voice mid sentence to the slightly lighter one of the bot I was mimicking._

**_"_****_Ugly" _**_she sniggered. _**_"As all Autobots are."_**

**_"_****_Well, to them I look like the rookie scout Tailpipe, and thanks to the machinations of Soundwave, they don't even know I'm gone!" _**_I said again, striking a pose._

**_"_****_Clever" _**_she said, sarcasm in her voice. _**_"As always, coming from you, oh most wise of masters."_**

**_"_****_You're not my student anymore, Winglancer, and you know it" _**_I chuckled. _**_"Just trying to lighten the mood a little more" _**_she said, shrugging her shoulders._

**_"_****_I _****will****_ see you soon again, my love"_**_ I said again. _**_"No matter if it takes an eternity, I will see you again."_**

**_"_****_Oh, stop it. You know I don't like it when you get all mushy like that" _**_she laughed again, turning away as she prepared to leave. _**_"But all the same, I love you too."_**

_With that, my sparkmate departed, transforming into her two-wheeled Cybertronian vehicle form, and riding off through the large door in front of her, passing any bots that left or entered it._

_With a final look, I too turned, walking toward a smaller door guarded by an intimidating-looking guard in a green paint job. _**_"Are you the spy designated Phase-Out?" _**_He asked as I transformed back into my real form again._

**_"_****_I am"_**_ I answered. _**_"Megatron wants to debrief you inside" _**_he said, moving to the left of the door. _**_"Thank you" _**_I said as I headed in, ready to face my new objectives._

* * *

><p><strong>"<strong>**Hey, hey Mirage, wake up"** I heard a familiar voice say. I opened my optics and saw what I soon recognized as Arcee standing in front of me, in my room.

**"****What... What is it?"** I asked, groggily, rubbing my sore optics. I soon realized I was already sitting up, a side effect from how I left myself the night before.

**"****I noticed you hadn't gone out for your usual training exercises, so I came down the hall, and I saw your door was open" **she said. **"You appeared to be in some kind of stupor, or trance, so I came in to get you out of it."**

**"****Well, thanks"** I said as I stood up. **"I was having a bad dream."**

**"****How bad was it?"** She asked in a friendly manor. **"Let's just say... It hadn't gotten to the bad part yet"** I said again, walking past her to my door. **"Is there any news of a mission today?" **I asked as I turned to her again.

**"****As a matter of fact, Ratchet found an energon signature that loosely matches Kickback's just a few cycles ago" **she replied, walking out the door with me.

**"****Kickback? Oh, you mean that Insecticon that traded himself for me" **I sighed, looking at the wall. **"Do you know where he's located now?"**

**"****Ratchet should know. He said he's going to deploy us to look for it when he gets a good lock on it"** Arcee answered as I began walking down the hall. **"Mind if I walk with you?"** She suddenly asked. **"What's stopping you?"** I commented as I stopped and turned to her.

* * *

><p>We both walked together through the corridor in silence for a few cycles until she spoke up again. <strong>"So... I read up on that Winglancer bot you talked about last night..."<strong> She began as I turned my head to her in slight annoyance.

**"****It said she was a Decepticon. It must stink to have a student that made that change, huh?" **She said, as if trying to lighten the mood.

**"****Yes... It sure... Does"** I said, trying desperately to stay in character and suppress my anger at the irony of her comment.

**"****S-sorry if that came out wrong"** she then said, noticing the change in my behavior.** "No, don't be"** I replied. **"It's only natural to presume. All bots do it. Did... Did it say anything else about her?"**

**"****All it said was that she was a Decepticon, and that she went missing in battle during the war" **she quickly replied.** "Other than that, there was no information on skills, no information on her life, not even a picture of what she looked like."**

**"****If only you knew..."** I muttered under my breath as we entered the living area. Ratchet was in the corner, working on one of the groundbridge's computers, but other than that, the room was devoid of life.

**"****Arcee..." **I began, stopping and turning to her.** "I thought long and hard about your request to learn Metallikato under my tutelage last night, and I've come to a final conclusion..."**

**"****Yes?"** She hastily replied, anxiety in her voice.** "And?"**

**"****I've... I've decided to teach you"** I sighed, looking away again as silence came between us.

**"****Thank you" **she replied in a surprisingly calm manor. I folded my arms behind my back and looked back at her. **"Do you know what is required of one who wishes to learn this art?"** I asked, narrowing my optics.** "You must be prepared to go through trials that could shatter the processors of lesser-minded bots. Your body will be stressed to the brink of disrepair, and most important of all, you must listen to all the teacher will say."**

**"****I understand" **Arcee said, confidently.** "When does our training begin?"**

**"****Tomorrow morning"** I answered, looking at Ratchet.** "Since we appear to be going on a mission soon."**

**"****Heh... About that" **Ratchet suddenly spoke up, disconcertingly, turning to us. **"I regret to inform you two that I lost track of Kickback's signature just a few cycles ago. It's probably going to take me quite some time to find it again, but I'm working on it."**

**"****How long will it take, exactly?" **Arcee asked, a faint trace of disappointment in her voice.** "Right now, a few hours... Presumably" **Ratchet replied, turning back to his computer.

**"****All the time we need to begin training..."** I cackled, rubbing my servos together with glee, turning to Arcee.

**"****Wait, so we're starting now?"** She asked. **"Yes, we are"** I replied, pulling a sword from my back. **"Take this"** I said, tossing it to her.

She caught it by its handle with impeccable reaction, but almost dropped it from the weapon's sheer weight in surprise.

**"****I... I don't really specialize in swords..."** She stuttered as she struggled to lift it up. **"I'm better with my arm blades."**

**"****I, too, was once good with arm blades..."** I began, quickly unsheathing a long, curved razor from my left arm, before putting it away again. **"Sure, they are part of a technique in this art, but I later found out that swords were my true calling" **I said again, looking back to her.** "Now come, let's go outside and see if I can show you how to use it properly"** I motioned, before walking to the tunnel that lead outside.

She trailed behind me, trying to hold the sword in a comfortable position. **"These things are a lot heavier than they look" **she quipped with a nervous smile, as she brought it to a more balanced position.

**"****That's what... That's what Winglancer said the first day I began her training..."** I said, voice lowering, memory drifting back to the moment.

**"****Coincidently enough, that happens to be her very sword that you're carrying"** I continued, snapping out of my daydream when the two large doors opened up in front of us, leading to the outside.

As soon as we stepped onto the sand, I looked back at her and unfolded my arms, breathing in deeply. **"Now... We begin"** I said as she, too, stepped outside.** "Attack me"** I commanded.

**"****Wait, what?" **She said, a confused expression on her face. **"You heard me" **I replied. **"Try and hit me with the sword."**

**"****Why?" **She asked. **"Because this allows me to see where your strengths and faults are"** I answered.

**"****Well, if you say so, "master""** Arcee said again, lifting the blade up in a way that sunlight gleamed off it's tip. **"Here I come!"** She roared, lunging at me with a vicious grin on her face.


	4. Chapter 4: A Night on The Town

Chapter 4: A Night on The Town

It had been mega-cycles since we began our first training lesson, and as expected, Arcee didn't even land a single blow on me with the sword. She swung the blade left and right, up and down, but all she managed to hit was nothing but air and the ground.

**"****You look tired" **I said as she fell on one knee, panting.** "You think?"** She replied, getting up again. **"How much longer will we have to do this?"**

**"****We can stop now, if you like"** I replied.** "Oh thank Primus..."** She sighed, placing the sword in the sand, lowering her head, and taking in a few deep breaths.

**"****Okay, break time's over" **I smirked just a few nano-kliks later. She looked back at me with a nasty expression. **"Fine..." **She growled, lifting the sword again.

**"****Oh, that won't be necessary"** I chuckled, pointing to the weapon. **"We'll be now getting into your ability to use those arm blades."**

**"****Really? Alright then" **she said, mood lifting. Her arm blades extended out just before mine could, and we stared at each other intensely.

**"****If you can land a single scratch on me with one of those blades, your training for today will be done"** I said as I went into a defensive position. **"Fair warning, I'm really good with these"** Arcee said as a smile reappeared on her face. **"What kind of training did you go through?" **I asked, curiously. **"The highest the Autobot army could provide"** she replied, charging at me.

I effortlessly jumped away from her, spraying sand in various directions as I landed. **"Child's play" **I scoffed. She lunged at me again, but my arm blades were ready, and they easily countered her attack.

She repeatedly tried to hit me, but each time she swung her weapons at me, I countered them with my own, sending them harmlessly away from me, much to Arcee's anger.

This continued for a few dozen cycles before I decided to speak.** "So... How long... Did it take you to... Master your techniques?"** I asked between attacks. **"Twelve... Solar cycles"** she replied as she attempted to trip my leg.

I jumped away, dodging, but not before she predicted where I'd land. I barely had time to react as she pushed off from the ground she was on and threw her fist at my face.

I only was just able to lift my right arm up to brush it away, but that didn't stop the momentum of Arcee's body from colliding with my own, sending out a horrible crashing noise as we both fell to the ground in a jumbled heap in the sand.

**"****Heh, heh... Gotcha" **Arcee groaned weakly as she lifted herself up off of me. I rubbed my face with my servo as I laid there. I had gotten rusty at training.

**"****This... I... I let you do that!"** I shouted, childishly, when I sat up. **"Yeah, sure" **Arcee replied, a huge, smug grin of victory on her face.

**"****What're you two playing in the sand for?" **A familiar voice spoke behind my back. I turned and saw Wheeljack exit from the base and walk toward us.

**"****We weren't playing in the sand, we were training"** I snapped. **"Yeah, sure" **Wheeljack snickered, repeating Arcee's words. **"I saw the whole thing. Looked to me like Cee was kicking your skidplate in."**

**"****Hmph. That was the first time I landed a hit on him, Wheeljack"** Arcee said in my defense with a small chuckle. **"We've been training for the last four mega-cycles, in case you weren't here for that."**

**"****I wasn't" **he admitted. **"But for some reason, I still have a doubt about what you just said was true."**

**"****Don't believe her?" **I asked, getting up. **"How about we duel and see who's the better bot with a sword?"**

**"****As much as I'd like that, and don't get me wrong, Mirage, I really would..." **Wheeljack began, placing his servo around the handle of one of his weapons. **"...I really came out here to deliver you guys some news."**

**"****And what might this news be?"** I asked, curiously. **"Go see Ratchet inside"** he answered, gesturing to the door with his thumb. **"I don't think you'd really be surprised, Mirage, since you hardly know the guy, but I know Arcee and the others will be."**

**"****Who is it?"** Arcee asked. **"You'll know him when you see him!"** Wheeljack replied, ominously, as he headed back into the bunker.

**"****Can we go see?"** Arcee asked, looking back at me.** "Sure" **I replied as I walked toward Wheeljack.** "You got me, fair and square. Training's over for the day."**

* * *

><p><strong>"<strong>**Smokescreen? Hah! It's good to see you again, buddy!"** Bulkhead shouted to the silver bot on the computer screen as Arcee and I entered the room.

He looked a little bit younger than me and Arcee, almost around Bumblebee's age. He must have seen us, because he soon looked up and smiled. **"Hey, who's that over there?"** He asked, squinting in our direction.

**"****Oh, it's just Cee and Mirage" **Wheeljack answered. **"Arcee!"** Smokescreen yelled in greeting. **"And... Uh, who's Mirage?"**

**"****He's new here" **Arcee said. **"Remember that report about his ship coming here? About how he got captured, and then we saved him?"**

**"****Uh... Wait a second..." **He said, flipping through a data pad. **"Um... Oh, yeah! Aren't you the bot working as the covert-operations specialist?"** He asked. **"I am" **I replied.** "Cool!" **He said again, turning to Ratchet.** "Have you told them yet?" **He asked.

**"****Told them wh- oh, no I haven't yet" **Ratchet replied.** "You wanna tell them?"**

**"****Sure" **Smokescreen shrugged, turning back to us. **"We haven't told you guys this yet because of what happened to you, Mirage..."** He began. **"But for the last few orbital cycles I've been traveling to earth, alone. Ultra Magnus actually allowed me to get stationed with you guys again!"**

**"****Really?" **Bulkhead said, bewildered. **"That's great news! Best I've heard today!"**

**"****Isn't it?"** Smokescreen said again, excitement in his voice. **"How long until you get here?" **I asked. **"One more day sounds about right" **he replied. **"See you guys then!"**

With a final wave of his servo, the transmission ended, and his face disappeared from the screen.** "Sorry I didn't tell you all sooner" **Ratchet suddenly spoke, turning to us.** "I didn't want to risk any Decepticons hearing in on any transmissions, so Ultra Magnus and I resolved to send Smokescreen here in secret."**

**"****Makes sense"** Wheeljack commented, arms folded. **"Now that he's within a day's reach of us, even if the Cons were listening in, it would take 'em another day, at least, to make out all we were saying."**

**"****...And another day just to create a plan"** Bulkhead continued.

After he said that, a most delicious thought entered my processor._ I could tell Starscream of this, and they wouldn't even know..._ I began to think. _All I have to do is wait for everyone to power down tonight, and then I'll access Ratchet's computer..._

**"****Hey, Mirage, what's the matter?"** Arcee suddenly asked. **"Oh, uh, nothing. Why?"** I replied. **"It's just that you bent your head over, smiled evilly, and began tapping your fingers together"** she said again.

**"****That? Oh, I was just... Thinking about what Smokescreen'll be like when he gets here" **I lied. **"Do you think you want to train again?"** I asked, changing the subject. **"The day is still young."**

**"****No, thank you"** she said, politely. **"I was thinking about dueling Phase-Out again tonight, so I was going to see if I could get some rest and prepare."**

**"****Oh, well... Alright then"** I responded, turning away.** "I'll be meditating in my room, if you need me."**

_Well, that changes things... _I thought with a frown as I walked down the hall. _What am I going to do? Will I have enough time to duel Arcee, then report to Starscream? I need to clear my head... I need to think..._

* * *

><p><strong>"<strong>**Phase-Out! Where are you?" **Arcee shouted on the abandoned, moonlit, desert road. I had just reached the destination, and my cloaking device was on. My hologram of myself was doing it's job back at the base, and I was in my original form.** "Phase-Out!" **She shouted again, less gusto than before.** "You said you'd know!"**

I uncloaked myself once I walked up behind her. She turned and calmly stared at me, her face going from stern to composed, as if she knew I was already there long before arrived.

**"****Are you ready?"** I asked with a grin, grabbing the handle of one of the swords on my back. **"That's not why I'm here" **she replied. **"Wait, what?"** I asked, absolutely perplexed. **"What do you mean by "That's not why I'm here"?"**

**"****I don't want to fight you tonight"** she said in a serious tone. **"Why?"** I asked again. She sighed and folded her arms.

**"****To put it bluntly, I want to know more about you if I'm going to feel comfortable with these duels"** she said. **"You know about me like it's your job, and all I know about you is your name, and that you can use a sword."**

I stroked my chin after she said that and thought deeply. **"You said you like to fight honorably..."** She continued. **"So how about you give me some edge and give me at least a little bit of your backstory?"**

After a brief moment of silence, I answered her question. **"As you wish"** I begrudgingly agreed. **"But I can't say anything about who I'm working for."**

**"****I'm fine with that. I just want to know more about ****_you_****" **she said agin. **"Care to talk about it over a friendly drive around town?"** She gestured to the road. **"That sounds good" **I replied. **"But if we run into any bots one of us knows, say "we're just friends.""**

**"****Ha ha. Very funny" **she sarcastically laughed, rolling her blue optics as she turned to the road.** "Let's go."**

With that, Arcee transformed into her motorcycle form, and I transformed into my black-and-silver muscle car form.** "Follow me"** she commanded as she and I started our engines up. We drove down the road for a few cycles before I saw her holographic driver materialize on her seat.

**"****Clever trick you got there"** I commented. **"I'm big on holographic tricks myself, but I only use them in special cases."**

**"****We call her Sadie" **she said as lights began to appear in the distance. **"I have to use her every time I'm near any humans. But enough about me, let's talk about you. You got any friends?" **She asked, curiously.

**"****No. I never had time to make or keep any" **I responded blandly.** "My job can't allow that."**

**"****Did... Did you at least have anyone close to you?"** She asked again.** "I had one"** I replied. **"She was very much like you. Brave, resilient, and she could never let an ally face a challenge alone."**

**"****That sounds awfully familiar..." **Arcee spoke once the light turned green. **"Out of curiosity, did she happened to be named "Winglancer?""**

**"****I see Mirage told you about her"** I said.** "She was the only thing I had that I ever cared about. And she's gone now."**

**"****I get it now"** Arcee started with a change in her tone as we passed a corner. **"You must have been the one that got her to become a Decepticon, weren't you?"** **"I'm not the one that swayed her" **I snapped.** "If anything, she's the one that swayed me!"**

As soon as I said that, I noticed a peculiar, purple car with a flaming streak painted on its side following behind us. It went around every corner and bend we drove around, and it appeared to be getting closer.

It didn't take me long to realize, much to my confusion, that it was a Vehicon.


	5. Chapter 5: What is Necessary

Chapter 5: What is Necessary

**"****Do you see him?"** I asked Arcee, instantly changing the subject. **"If you're talking about that car following us, then yes. I've been eying him for he last few cycles" **she replied. **"Let's lead him out where nobody can see us."**

**"****Got it" **I agreed.** "Witnesses are the last thing we need."**

We took another turn that would lead us out of town, and back to the desert. Sure enough, the car continued to follow us. **"Come on, we need to pick up speed. If he gets to us, I bet my spark he's gonna transform in front of all these people" **I urged. **"Follow me"** she replied, her hologram's head turning to me.

Soon enough after, we left town again and I began to notice that the car's driving patterns had become more erratic as he tried to get up to our speed. He began to go partially off-road, sending out clouds of dirt and sand as he went. Then, as sudden as his movements changed, he went completely off the tar, going through the desert in a serpentine pattern, before crashed directly into a large rock.

**"What in ****Primus?"** Arcee cried out in surprise. **"What just happened?"**

We stopped and immediately turned around with a screeching of tires. As we approached the wreck, I could see small pieces of metal strewn about the ground as smoke began to rise into the air.

We both transformed and I ran up to the car, placing my servo on its roof.** "Hey, you okay, buddy?" **I asked. I retracted my servo when it began to move as it, too, transformed into his true state. He stood up as I backed away, and I could clearly see it was, indeed, a Vehicon.

The bot began to stumble about in what appeared to be a haze, and rubbed it's face before apparently noticing us. **"You... Y-you're like me! Help... I-I need your help!"** He shrieked as he shuffled toward me.** "I, uh..." **I stuttered as he fell on me, grasping my arm and shoulder before looking into my face with his red visor, pleadingly.

**"****Y-you've got to help me! Th-there was a bug that kidnapped me! Brought me to a cave! Another, bigger bug put something in me! I escaped and... And..."** He trailed off, looking over my neck to Arcee, trembling greatly as soon as he laid his optics on her.

**"****Aut-Auto... Autobot!" **He screamed, pointing to Arcee and pushing away from me, falling to the ground clumsily. He began to crawl away on his back and continued to sputter in fear before stopping and resting his dented body at the rock he originally crashed into.

**"****Y-you're the one that deactivated T-7! And JN-12! And countless other of my brothers!"** He continued to spout in a nervous tirade aimed at her. **"We mean you no harm"** she said calmly to him, raising her servos in an unthreatening manor. **"Please, don't be afraid."**

**"****She's right"** I said as I began to approach him again. He looked up at me, then Arcee, then me again with rapid jerks of his head as he stood up.

**"****You're with the Autobots, aren't you?"** He accused, pointing at me.** "I didn't trade one evil f-for another! Stay back!" **He shouted again, as his servo morphed into a blaster. He aimed it at both of us, shifting his sights between the two of us as we both backed away.

**"****There's no need for that" **I spoke softly.** "How about you tell us what happened to you?"**

**"****Why should I tell anything to you? You're an Autobot!"** He barked back at me. **"If anything, he's not an Autobot" **Arcee told him. **"Please, just tell us what happened, and you can leave, if you want."**

**"****All... All I remember is getting grabbed by a giant, flying Insecticon, being brought to some... Cave... Then some other, enormous Insecticon came up to me and injected a green liquid into me. Primus... Just thinking about it makes me feel sick..." **The Vehicon began, in a somber voice, lowering his head.

As he whined, I slinked closer to him, and grabbed the handle of my main sword with my right servo, and gripped it tightly.

**"****...Th-then I somehow escaped when I was able to slip my arms out of my bonds. After that I rode all the way to this town, and went offline for... Quite some time, I guess, because I woke up with this weird fire design painted on my side. Then I saw you guys" **he continued.

I drew my sword silently out of its sheath. Arcee, who had been listening to the bot the whole time, was as oblivious to what I was doing as he was, until I saw her look toward me.

**"****Phase-Out! What are you doing?" **She shouted in confusion. I turned my head to her in annoyance as the Vehicon looked up again and yelped, in surprise.

Growling in frustration, I lifted the blade up and brought it down as fast as I could on the Vehicon's blaster-toted servo with a swift chopping action, instantly severing it from its erstwhile body. The bot screamed in pain as it clasped the energon-leaking stump, falling to his knees.

I looked at him as he sobbed before I whipped him over the head with the handle of my sword, instantly sending him into sleep mode. As his body fell in the sand, and I placed my sword back in its sheath, turning to Arcee, only to feel the brunt of her fist hit my face, sending me stumbling back a few steps.

**"****What was that for?" **I shouted, rubbing my jaw. **"You didn't need to be so severe!" **She replied in an angered tone. **"You could've at least tried something less brutal!"**

**"****I was trained to do what is necessary, through any means possible. This was the means I preferred..."** I began, looking towards the Vehicon's twitching body. **"...Quick, clean, and, as you can see, quite efficient. Besides, he's not even dead."**

**"****He's going to bleed out of we don't get him medical treatment, you reckless glitchhead!"** She responded as she knelt over the Vehicon. **"Heh... Who said anything about we?"** I retorted with a smile, walking off slowly.

**"****Oh, no you don't..." **she started as I walked further away. **"...You wouldn't dare do all this and leave me to clean it up."**

**"****Call Ratchet, or something"** I mused. **"I'm out of here."**

I activate my cloaking device and went slightly further away before facing her direction again, standing on the road. I watched Arcee's, in a very frustrated state, raise her servo and contact the base.

Smirking, I remembered my mission of contacting Starscream. Turning about, I ran off a safe distance, and transformed, driving back to the base, intent on using Ratchet's computer to contact my allies while he was gone.

* * *

><p><strong><em>"<em>****_I see you're finally back, scout"_**_ a large, blue Autobot said to me as I ran up to him from the fog-covered no-man's land, to a large bunker. _**_"Anything to report?"_**

**_"_****_I have some news, sir" _**_I said in the scout's form with a salute, before giving him the false news I was carrying. _**_"I saw a band of at least forty Cons moving north. I think they want to attack the medical facility."_**

**_"_****_In that case, you should go inform Perceptor inside. After that, you should go take yourself a rest... Uh... What's your name again?"_**_ He asked._

**_"_****_Tailpipe, sir" _**_I answered._

**_"_****_Well, Tailpipe, go get some rest and prepare for your next mission" _**_he said again. _**_"You're gonna need it."_**

**_"_****_Thank you, sir" _**_I said again, before walking past him to the bunker's door._

_Inside, I saw a long, narrow hallway with two benches at the front of both sides. Right next to the door sat two Autobots. The one with the blue-and-red paintjob I instantly knew as Crosshairs from the debriefing, got up from his seat with a roar of laughter when he saw me. _**_"Haha! I knew you'd make it, kid!" _**_He boomed as he slapped his arm over my shoulder. _**_"Third mission in a row, and still not a scratch on ya!"_**

_The other bot, a small, pitch black fellow with two large, round optics, no mouth, and a white insignia on his chest merely looked at me in silence, and continued to polish the extremely long sniper rifle he held._

**_"_****_I told ya he'd make it, Quickscope" _**_Crosshairs said again to the mech sitting down. Quickscope only remained silent, continuing to rub the rag over the barrel of his gun, slowly. His faintly orange pupils looked into mine from his black, lidless optics, as if there was a trace of malevolence in them._

_I remember that the intel told me that Quickscope was a sniper who lost his voice a few dozen battles ago, but that was all the intel told me, and seeing the bot in person gave me an uneasy feeling._

**_"_****_Heh... Well, you did good, kid. Don't let this old glitch keep scaring ya, you deserve a drink" _**_Crosshairs said again, leading me down the hall. I looked back one more time to Quickscope, who stared at me for a brief few nano-kliks, before looking back down to his gun._

**_"_****_What a battle this became, eh?" _**_I said in a friendly manor _**_"I'll say" _**_Crosshairs responded. _**_"Me and Quickscope racked up a large tally of Cons. Too bad we couldn't get more, with this damned fog covering everywhere."_**

**_"_****_Oh, don't worry too much about it" _**_I said. _**_"I'm sure it'll clear up in no time, and I can get back to scouting."_**

**_"_****_Hmm, you sound... Different" _**_Crosshairs suddenly said. _**_"You appear to be acting a bit more confident then before."_**

**_"_****_Oh, it's just that I have some important news for Perceptor" _**_I said with a tone of excitement in my voice. _**_"That, and maybe scouting's really growing on me, I guess."_**

**_"_****_Ha! Well, that's certainly good"_**_ He chuckled._**_ "Are you sure your not just getting a little shell-shocked in the processor?"_**

**_"_****_What, you think I got replaced with a spy, or something?" _**_I ironically said with a laugh. _**_"That's a good one!" _**_The boisterous bot yelled back with a slap on my shoulder._

_We soon went through a door, and into a large room filled with dozens of Autobots. They all sat in a crowd, listening to one, small red bot in the center._

_He stopped talking when he saw us, and excused himself before walking up to me._**_ "I presume you're Tailpipe?"_**_ He asked. _**_"I am" _**_I responded._**_ "And I have some important news."_**

**_"_****_Let's hear it then"_**_ he said with impatience in his voice._

**_"_****_I saw at least forty Decepticon troops heading north, toward the medical facility there" _**_I lied. _**_"What do you think we'll do?"_**

**_"_****_Well, the Aerialbots already finished off the remaining Decepticon resistance on this front of the battlefield, so we can easily call them back to defend-"_**

**_"_****_Wait, what do you mean they "finished off the remaining Decepticon resistance?!""_**_ I shouted in surprise, cutting him off._

**_"_****_W-what I mean is that the Aerialbots in their combined form, Superion, were more than easily capable of obliterating all Decepticon ground troops on the battlefield" _**_he said, shakily, after my outburst. _**_"Those that weren't killed fled, or were cut down by sniper fire."_**

**_"_****_Heh... Don't worry, Percy. Tailpipe here's just disappointed that all the Cons were destroyed before he got the chance to do it himself, that's all"_**_ Crosshairs said, placing his servo on my shoulder again. _

_I threw it off and turned around, toward the way we just came in. All my mind focused on was Winglancer, when I suddenly felt someone grab my arm._

_Looking back, I saw Crosshairs holding me, an angry expression painted on his face._

**_"_****_What has gotten into you, scout?" _**_He said in a deeper voice. _**_"Get off me" _**_I growled._

**_"_****_Not until you tell me why you're acting like this" _**_he said again. _**_"I said get... Off me!" _**_I snarled, my arm blade extending._

**_"_****_What the?!" _**_Were Crosshair's last words before my blade careened through the air, and slashed past his neck, slicing open a deep gash in it._

_He began to make gurgling noises as he clutched his throat with his two servos, energon leaking from in between his fingers while staring at me in utter shock with his blue optics, before I saw the light leave them._

_I watched his lifeless body fall to the ground with a solid thump as I turned and ran down the hall, followed by the outcries and gasps of disbelief from the Autobot crowd behind him._

_Thinking of only Winglancer, I morphed my body into my true form as I ran, the blaster rifle illusion on my back fading, and revealing my sword as I unsheathed it. An alarm rang through the hall, and I kept on running, pushing or cutting down any Autobots that blocked my path._

_When I finally came to the hall the lead to where I originally came in from, I saw one last obstacle in my path. Standing in front of the door stood Quickscope, two pistols in either hand. His black silhouette fired several shots at me, which I more than easily deflected with my blade when I approached him._

_A loud cracking noise came from one of his large optics as I smacked it with the butt of my sword, fracturing it. Much to my surprise, the small bot, as if without emotion and feeling, recovered almost instantly with a punch of his own aimed at my stomach, catching me off guard._

**_"_****_Get out of my way!" _**_I roared as I responded with an upward motion of my sword, creating a large, blue diagonal slash across his coal-colored chest, throwing him to the side._

_I didn't check to see if he survived, because I focused on running out the door. The large, blue guard I saw earlier was still right there, oblivious to what had been going on inside by the way he turned to me._

**_"_****_What in Primus?!" _**_He shouted in confusion, backing away as I ran up to him, leaping, and kicking him in the chest, sending him sprawling to the steel-tinted ground with a gasp of pain._

**_"_****_Winglancer? Winglancer, it's Phase-Out, can you hear me?"_**_ I said in a panicked tone to my intercom as I ran into the abandoned battlefield, avoiding Autobot fire that came from the bunker._

**_"_****_Respond! Winglancer, respond! Respond!"_**


	6. Chapter 6: More Training

Chapter 6: More Training

**"****So, has that Vehicon said anything yet?"** I asked, walking up to Ratchet, as the old bot's hunched frame was leaned over his computer.

It was the early morning after last night, and I had managed to successfully get ahold of the same device Ratchet was currently using, while he and the others were out assisting Arcee. I managed to find Starscream's signal at the set location, and typed out the quick message describing Smokescreen's soon arrival, and the Vehicon's capture, but that was all I was able to send before I heard the team's arrival back to the base.

**"****He's been unconscious, thanks for asking" **he replied. **"I... Checked his vitals, and found something quite disturbing, however"** he continued with a sigh, finishing his typing, and turning to me as he walked from the device. **"After hearing what Arcee said he had to say, it seems to actually add up to what I found in his system."**

**"****What'd you find?"** I asked, as I leaned my arm on the nearby wall. **"Out of curiosity, I checked his CNA, and... And I found that it was similar to Kickback's in almost every way" **he replied, worry in his voice. **"There's no way this could be some coincidence."**

**"****What similarities did you discover?" **I asked again, with interest in my voice. **"Well, first off, it was dangerously unstable, and second, he had traces of Kickback's own CNA inside himself" **he said, peering at some words on the computer.

**"****That's... Certainly important" **I commented as the clacking of footsteps echoed from the hallway. We both looked and saw the silver-white shape of Wheeljack approach us, a serious expression on his otherwise smiling face.

**"****Hey, Doc" he greeted Ratchet. "The "patient" just woke up a few cycles ago. He won't stop yelling and cursing at us, though. Just thought you should know"** he said again, folding his arms.

**"****Try and see if you can get any more information about how he got this way from him" **Ratchet said as he picked up a data pad. **"I'm still working on how to reverse the effects of whatever did this to him, but I know I'm getting close"** he said again. **"I already had the chance to examine Kickback's CNA once, so I already have a basic grasp on it, so that's good."**

**"****Any news on Smokescreen's arrival?"** Wheeljack brought up, before he turned. **"Uh... Oh, yes" **Ratchet began in response. **"I know he'll be here sometime this afternoon, now if you two would please, I have work to do."**

Wheeljack unfolded his arms and turned to me. **"Hey, you think you'll wanna try and get the guy to talk?"** He asked me in a whisper. I placed my servo on my chin and thought for a brief moment before I answered.

**"****I could try"** I replied. **"But I what I was actually planning on was looking for Arcee, for training. Have you seen her?"**

**"****She's been trying to get that Con she captured to tell us what happened to it"** he started. **"Let's just say... I don't think he likes her too much."**

**"****Most bots would feel like that if they, too, were surrounded by their enemies"** I said as I began to walk down to the lab. **"In my time as a spy, I've had more than my fair share of encounters where I've wanted to act out of character. One time I actually did break, but that was for a big reason."**

**"****And what reason was that?" **Wheeljack inquired, as he began to follow me. **"I'd rather not say"** I replied in a lower tone.** "Fair enough"** Wheeljack said again, dropping the subject.

Soon, we began to hear the sound of yelling echo throughout the hall, quickly getting to the point of annoyance as soon as it hit my audio receptors.

**"****...And that's another reason we Decepticons are better than you! We don't rely on these... These... ****_Fleshbags _****for help!"** The voice from last night said in an enraged voice. from behind the closed door.

**"****Heh... Told you it was bad" **Wheeljack said with a nervous laugh as he opened the device, both sides of the door sliding open, revealing the Vehicon in the center of the room, strapped down to a chair.

Surrounding him was the yellow form of Bumblebee, his human, Rafael perched on his shoulder like a bird, the red-painted Knock Out to the right of him, looking through a data pad, and to the left of him was Arcee, servos pressed firmly on her hips. Looking closer, I saw that the Vehicon's servo had been reattached since last night, no doubt thanks to Knock Out's work.

**"****Oh, now who's this?" **The bot yelled angrily when he spotted me, visibly struggling with his constraints on his arms and legs.** "You the one who's gonna torture the information out of me?"**

**"****No"** I replied in a calm tone, looking at him.** "I'm just here for Arcee."**

**"****Wait, you mean the fembot?"** He said back, looking up to Arcee's silver face. **"Are you his girlfriend, or something?"** He asked her in a mocking manor.

**"****Wh-what? No!"** She sputtered in complete surprise at the question, glancing at me with a strange look on her face, as if to see how I would react.

My inside swelled up in shock, but my face stayed looking stern. I could hear Knock Out and maybe also Wheeljack snigger under their breath, but I didn't focus on it. Closing my optics slightly and sighing, I walked up to the Vehicon, who preceded to appear increasingly nervous as I got closer to him.

**"****This may be the first time we've met, but I have a warning: You should watch what you say when you're around me"** I whispered, threateningly, as I stared at him intensely for a short time, before looking back to Arcee.** "We need to train" **I told her, shifting my attention away from the now quiet Decepticon.

**"****Now?" **She asked.** "Oh... Oh, scrap! Sorry I forgot" **she apologized. **"This guy kept my servos full... Me and Phase-Out caught him last night, just outside Jasper" **She continued.

**"****Yes, I've heard the news" **I responded, trying to sound without emotion.** "But I'm not here to congratulate you."**

**"****Alright, alright..."** She said, turning to Bumblebee and Rafael. **"I need to go train with Mirage, as per our agreement. You think you guys can handle the Vehicon?" **She asked.

**"****Don't worry. I think the four of us can handle a Decepticon strapped down to a chair" **Bumblebee answered, as the Vehicon wrestled with its bonds again.** "We'll give you an update if we get any information from him"** Rafael continued. **"...And I'll keep working on his CNA" **Knock Out finished. Wheeljack just walked to the corner and stood with his back against the wall.

With that, Arcee brushed past me and exited through the door, before turning again.** "Let's start now, so we can end it sooner" **she sighed to me.

**"****Don't sound so impatient"** I said back to her as I followed her out the door. **"I have something special in plan I think you might like..."**

* * *

><p><strong>"<strong>**This... Is called the grav-pack" **I said in a cheery tone as Arcee and I stood outside the base, holding up a medium-sized, metal, backpack-like device. It had two handles on both sides for the arms to go through, and the gadget itself had a large, turnable dial on the backside of it, and in the center of the dial was a small, rectangular screen displaying the Cybertronian number for zero as the noon sun bounced off of it.

**"****Looks nifty"** Arcee said at the sight of it. **"By the sound of the name, and appearance, I assume it controls the gravity level of its user?"**

**"****Right you are"** I replied.** "I've spent some time alone in the last three months I was here recreating it based on designs master Bludgeon had when I was his student"** I said again, shifting the dial from the number zero, to six, before placing it on my back. **"These allow the wearer to build up strength quickly, just by putting the settings on a higher level of gravity, over the course of a few months."**

Placing my servo behind my back, to the device, and pressing a small button, I activated the contraption, and grunted as I felt the pressure of gravity push me down, almost making me stand on one knee.

**"****You okay?" **Arcee asked as she saw my bend down. **"Yeah, I'm fine"** I said, standing up against the weight.** "It just takes some time to adjust."**

I soon reared my body back to my full height with some effort, and turned to her with a smile spreading across my face. **"I have the settings on over six times Earth's gravity. Don't worry, though. I'll set yours to only two, for a start" **I said.

**"****Oh, so you think I can't handle it?"** She responded, arrogance in her voice. **"I once had Bulkhead... Bulkhead, of all bots, crushing me under his body. Do you really think twice Earth's gravity would be a problem for me?"**

**"****I was actually hoping you'd say that" **I said, lifting up the second grav-pack I had, adjusting its settings. **"How does ****_three_**** times Earth's gravity sound?" "Sounds good" **she replied as I handed it to her.

**"****You seem to be acting... Different" **I spoke as she put the gadget on. **"Last I saw, you weren't really one who leaped before they looked."**

**"****Well, I guess you could say I actually have something to look forward to, now" **she replied.** "Also, this sure beats just standing around, or going on patrols, in terms of excitement."**

**"****Assuming you continue to train under my wing, then come the next few months, I expect you to eat those words" **I sneered as I snuck up behind her once the harness was fully set.

**"****What do you mean by that?"** She asked at my comment.** "Oh, nothing..."** I said, ominously, as I pressed the button on her pack, turning it on.

She squeaked in alarm when she found herself plummeting to the ground, narrowly catching herself with her arms, before her face could do the same. I laughed out loud at her predicament, until her glaring blue optics met mine, so I slowly came to a stop.

Groaning, and with apparently great effort, she slowly rose to her legs, trembling when she finally stood, though in a hunched state, and still glaring at me.** "Oh what Im going to do to you later..." **She huffed.

**"****...Do to you later?" **I asked, implying a certain word.

**"****Sir" **she answered. **"I think "teacher" or "master" would have been better..."** I said sarcastically.** "But enough jokes. Let's start."**

Walking a few feet from her with my arms behind my back, I stared at a mesa that stood about three miles from us. **"There"** I said, pointing my servo at it. **"We'll run to that mesa, and back to here, until I say we can be done."**

**"****Aww... Scrap" **Arcee moaned.** "Hey, I said it'd be hard"** I quipped, shrugging my arms.** "If you see it on the bright side, after a few months of doing this, you'll be moving twice as fast, and will be twice as strong as you are now."**

**"****Joy"** she muttered, taking a few steps forward, parting the sand she stood in with each step, leaving deep prints in the sand. **"Bet I can still beat you there"** she said again, voice lifting, as she clenched her fists, and bent her slender, blue frame into a racing position.

**"****Oh, you're on" **I spoke in a competitive tone, joining her stance. I heard her chuckle slightly at my immature response when we lined up. As soon as I said **"Go,"** the both of us kick sand back as we ran to our destination, fierce determination burning in each of us. However, there was a thought that circulated my processor that I just couldn't shake.

_Why am I not acting as strict and unforgiving around her as a teacher like me should be?_

Then, as soon as we were halfway to the rocky formation, the answer hit me like a light sloop in the fiercest of plasma storms, disturbing the very core of my spark, and making me reluctantly think back to what the Vehicon from earlier said. It was a feeling I had not felt for many centuries, explaining its alien presence within my mind.

_Primus... I'm attracted to her, aren't I?_

* * *

><p><strong>Author's Notes:<strong> I hope you guys like the story so far! Reviews are deeply appreciated, so I can see where my strong and weak points are. Thanks!


	7. Chapter 7: The New Arrival

Chapter 7: The New Arrival

Even though I felt slightly out of place with my realization towards what I felt for Arcee, she and I continued to train for a few hours, constantly running a seemingly never-ending race, back-and-forth toward the rock.

Suffice to say, I won most of the laps that we did, and she won many herself, cheering every time she beat me to the overgrown rock.

Our practice finally stopped when sunset was just approaching, and the sound of a starship engine went off through the air, giving away Smokescreen's arrival. **"Okay, we can stop now"** I sighed, clapping my servos to my aching knees.

Arcee did the same, only she had a smile on her face, one of relief, I presumed. Looking back up, we both saw a silver-lined ship with a large, red Autobot symbol on the side, reveal itself flying over the base, before coming to a sleek landing just outside the base's front door.

**"****Need help taking that pack off?"** I asked Arcee as I shut down my pack and took it off. **"Yeah, sure" **she replied, trying to stand up strait again. Walking behind her, I deactivated the gravitational field with the press of one of the buttons, and I could instantly see a change in her posture after I did so.

**"****Thanks for that"** she said as she took both her arms out of the pack's handles, stretching and rubbing them with a groan, as the wings on her back gleamed in the pale orange sunlight. **"You sure did a good job on those grav-packs."**

**"****Thanks" **I replied, hoisting both devices onto one of my arms. **"Smokescreen's here by the looks of it"** I said again as we began walking to the base.** "You should really introduce me to him. All I've heard was that he acts like a hot-headed rookie."**

**"****He ****_used_**** to act like that..." **Arcee started as we neared the door, the familiar shapes of her teammates standing in front of it. **"He learned a thing or two when he was with us."**

**"****It's so good to see you again!" **I heard and saw the large, green shape of Bulkhead say as he ran up to the silver-and-blue bot stepping out of the ship, which I could only assume was Smokescreen, grabbing him in a tremendous bear hug. **"Bulkhead... You haven't... Changed a bit!"** Smokescreen wheezed as struggled in the goliath's grip.

**"****Oops, sorry about that" **Bulkhead said as he let go, plopping Smokescreen back on his feet in the sand, the others laughing as they saw the spectacle.

**"****Nice to see you, rookie" **Wheeljack said.** "It's good to see you too"** Smokescreen said as he turned to him with a smile. **"It's great to see all of you guys again!"**

**"****Hey, Smokescreen!"** Arcee shouted from the short distance away we were from them.** "Arcee?" **Smokescreen sputtered, turning again to face us as we finally approached the door. **"Haha, Cee!"**

**"****You must be Smokescreen" **I spoke. He looked at me, smile slowly fading as his optics met mine. **"You... Must be Mirage"** he replied.** "I am"** I replied, putting my servo out in a friendly gesture.** "I don't believe we've been properly introduced before."**

**"****He's teaching me Metallikato"** Arcee said as we shook. **"We started training a few days ago, and we just finished a session as you were arriving."**

**"****Wait a cycle, you know Metallikato? As in, that famous martial art that uses blades? Aw, man! That sound's awesome!" **Smokescreen suddenly yelled, breaking off from the handshake, eying the swords on my back. **"Have you and Wheeljack dueled before?" **He asked.** "No, but I know I could beat him" **I replied, looking at the expression appearing on Wheeljack's face.

**"****Hey, now hold on a cycle..." **Wheeljack cried out, walking up to me as he pointed his servo.** "Do you have the skills to back up that statement?"**

**"****Yes. Do you?"** I responded, optics narrowing as Wheeljack lolled his head down and smirked. **"Oh, have I been waiting a long time for this..." **He began, as he placed his servos behind his back, wrapping his fingers around his sword's handles.

**"****I get to see my friends after a long absence from them,****_ and_**** get to witness an epic duel? This day just keeps getting better! Whoo-hoo!" **Smokescreen cheered, throwing his fist in the air. **"Whoa, whoa, easy there you two. I don't think we need any vital fluids spilt right now..."** Knock Out warned, walking between us with his arms faintly outstretched.

**"****I second that" **Bumblebee agreed. **"Come on, think about it! Smokescreen just got here. The least we could do is say hi before you two go at it."**

**"****Fair enough"** I said, letting my guard down.** "I... Guess you guys are right"** Wheeljack replied, taking his servos off his weapons.** "After all, you looked like you were working hard, doing all that training. It would be pretty unfair if I were to fight you in such a state..."** He sneered.

**"****I know, right?" **I spoke. **"I'd need to be half-offline for you to have even a small chance against me."**

**"****Aw, burn!" **Miko yelled out, making a thumbs-down gesture, much to Wheeljack's chagrin, judging by the sarcastic frown that appeared on his face soon after. I heard Arcee chuckle under her breath next to me.

**"****Hey... Where's Ratchet?" **Smokescreen asked, looking around. **"Him? He's inside... Still on the computer" **Knock Out replied. **"He said he's be right out, but whatever's keeping him must be important."**

**"****That doesn't surprise me, much" **Bumblebee spoke. **"He's hardly left it since that Phase-Out character showed up a few days ago."**

**"****Uh... Who's Phase-Out?" **Smokescreen asked again. All the bots turned and looked at each other before one of them spoke again. **"Ask Arcee" **Bumblebee finally replied, turning to her.** "He only appears to her, and her alone."**

**"****Hmm... Where do I begin..." **Arcee started, rubbing her back with her servo. **"A large, shadowy bot that called himself "Phase-Out" appeared a few nights ago, when I was on patrol. He asked to duel me, and I accepted."**

**"****A Con?" **Smokescreen inquired, interest piqued. **"Well, that's the thing..."** Arcee continued. **"He won't say who he works for, and he has no identification on him. No symbols, no insignias, none of that. However, if he is a Decepticon, then he's the nicest one I've met so far. He let me leave when I needed to, we went on a drive, just last night, and on that same night, he helped me catch a half-crazed Vehicon."**

**"****Never heard of a Decepticon that helps catch other Decepticons before..." **Smokescreen said again, shooting a quick, almost unnoticeable glance at Knock Out. **"Were there any distinguishing features on him?"**

**"****Well, he was armed with two swords, but he only used one when he fought me, and he's pretty darn skilled with it" **she replied, before looking towards me. **"He also seems to have a past with Mirage's first and only other student, but I'm not going to get into that..."** She said, turning from me again.

**"****Wow, that really sounds weird" **Smokescreen said. **"So... The guy basically popped out of nowhere?"**

**"****Yeah" **I responded, secretly enjoying how little all the bots around me knew. **"He also says he knows all about us, how he comes out every night Arcee says she wants to duel him, and how if she wins a duel, he'll tell us all about his plans."**

**"****I'm guessing that that's the reason why you're teaching her Metallikato?"** He asked me. **"Yes" **I replied, a hint of pride in my voice.** "Not the only reason, but the main one."**

**"****By chance, are you gonna say hello to Ratchet anytime soon?" **Bulkhead suddenly piped in, with a concerned voice. **"He's still inside, you know."**

**"****Sorry, I guess I got all caught up in the conversation"** Smokescreen spoke. **"Nobody ever told me about that Phase-Out guy. He sounds... Interesting. Oh, and didn't you guys say something about catching a half-crazed Vehicon a few cycles ago? You should show me him in a little bit."**

As he turned to leave with most of the team through the rapidly-opening door that lead through the base, I saw a glimmer in Smokescreen's blue, squinted optics as he looked at me one last time.

After a brief moment, the only bots left outside were just Arcee and I. As she began to walk toward the door, I placed my servo on her shoulder, and she instantly turned her head to me.

**"****What is it?"** She asked, curiously, an expression of concern on her face.

**"****I just wanted to thank you... For not getting too in-depth about Winglancer"** I replied in a quieter tone, as I lowered my head. **"That's a very tender subject for me, as you know..."**

**"****Hey, don't mention it"** Arcee said, as she gently brushed my servo off her shoulder, smile appearing on her face. **"It's the least I can do in exchange for what you've been teaching me."**

With that, she turned again, and joined the others inside, leaving me alone outside, my false paint job shining off the slowly sinking sun. With a final shrug, I took myself, and the two grav-packs I still had under my arm, inside the base with me, manually shutting the doors once I had entered.

I walked down the corridor, the sounds of the bots in the living area talking to each other in a merry manor echoing throughout it. I couldn't help but lift my head and grin at them when I saw Bulkhead relaying a story to Smokescreen, visualizing it with his arms, almost hitting the kid a few times in his blind enthusiasm, to my, and a few other's amusement.

Nodding my head slightly, I left them, and slowly trudged to my room to unload my things. After placing the two packs in the trunk where I kept what few belongings I had, I sat down on my bed, noticing how the metal it was made of was cool to the touch.

Inhaling deeply, I thought long and hard on the situation I was in. _Starscream's going to have a field day with this..._ I began to myself, as I unsheathed Winglancer's blade from my back, examining the razor-tipped edge for any dents or implications of dulling.

_First, a new Autobot arrives, which could mean more prying eyes, and now I think I have feelings for another... Why me, Primus? Why me?_ I lamented, as I breathed in the crisp air through my intake. _That new bot, Smokescreen... The way he looked at me told me he knew something. _I thought again, remembering the suspicious look he gave me before he went inside the base with the others.

It was always good to have a healthy case of paranoia when undercover, and this was no exception. Smokescreen hadn't been around me in my Mirage form for as long as the others had, so there was no doubt that he would at least have seen the similarities between me in my current, and true forms, and suspect something was off.

_I just need to stay inconspicuous, and continue what I'm doing with greater caution. As long as Smokescreen interacts with me only as much the other members of the team, I'll be fine._

No sooner had I thought that, I heard the all-too-familiar sound of footsteps clinking on the ground just outside my room, causing me to lift my head to look up in response, through my already open door.

As I feared, Smokescreen's head popped up from around the corner. **"Hey"** he said in a half-whisper, as he pulled the rest of his silver-and-blue body into view. We stared at each other in silence until he spoke again. **"Can I come in, sir?"**

**"****What do you want?" **I asked impatiently. **"Oh, nothing. Well... Maybe not nothing. Look, do you, uh... Think I could have a moment of your time?" **He asked me again.

**"****Sure"** I said, lightly, standing up. **"What's on your mind?"**

**"****Well, I guess the first thing I want to know, is why you aren't with the others"** he spoke. **"I'm not very social"** I replied, bluntly. **"It's a skill one needs to learn, of you had the job I have. Anything else?"**

**"****Um... Wheeljack told me your swords are master-crafted and irreplaceable. D-do you think I could look at one of them?" **He asked, nervously, looking at the sword currently in my servo.** "Wheeljack told you that, eh?"** I chuckled. **"He's not wrong, that's for sure."**

Lifting the sword up, I turned it around in my wrist until the handle faced Smokescreen, then gestured for him to grab it, which he hesitantly did.

**"****This looks... So cool!"** He said out loud as he ran his fingers across the blade, turning his back to me, much to my annoyance. **"I've never really seen a sword of a quality like this. This must've been made by a pro!"**

**"****Pro?" **I sputtered. **"It appears you don't know a thing about how a sword like ****_this_**** is made. I think it's time you give it back, kid."**

**"****Uh, of course..."** He said, turning to me again, handing the weapon to me.** "S-sorry if I said anything wrong..." **He sighed, rubbing the back of his head as I sheathed the sword on my back.

**"****Nah, it's not that you said something wrong" **I calmly said. **"It's just that I don't like letting rookies touch my stuff for too long."**

**"****Why does everyone still call me that?" **He cried out, shaking his fists to the ceiling in a humorous way. **"I'm not a rookie anymore!"**

Suddenly, a faint voice sounded down the hall. I couldn't hear what it was saying, or who it was from, but Smokescreen apparently did, by the way he looked in its direction, then back to me, dropping his head in a melancholy way.

**"****It's the guys. They're calling me back" **he finally said, looking up again.** "It was nice meeting you, master Mirage."**

**"****Please, just call me Mirage" **I replied with a grin. A smile soon reappeared on Smokescreen's face.

**"****It's always nice to meet a new face" **he said. **"It certainly is"** I replied, as he turned to the door again. He suddenly spun around to me again before he walked out.

**"****What's the stuff you're teaching Arcee like?" **He asked one last time.** "Hard, tedious, and very, very unforgiving"** I responded, planting my servos on my hips. **"If you're trying to ask me to train you, than the answer is no. One student is enough."**

**"****No, it's not that. I was just... Wondering" **he said, once more turning to the door. **"I... Guess I'll see you later, Mirage."**

With that, he slowly walked down the hall, leaving me alone in my room once again. _Nice kid..._ I thought to myself after the footsteps stopped. As I stood there, another thought came to mind

Out of curiosity, I unsheathed the sword I allowed Smokescreen to hold again, and examined it closely, and intensely, looking for any malformations or changes he may have done to it. Much to my surprise, I actually discovered something out of the ordinary near the blade's hilt. _What the heck?_ I thought as I tried to figure out what it was.

Resting just above the pommel, I spied an extremely small, barely noticeable chip-like object.

It was a tracking device.


	8. Chapter 8: Two Personas, One World

Chapter 8: Two Personas, One World

**"****You're getting better, I see"** I said as I dodged another of Arcee's arm blades with little effort, while we dueled on the partially moonlit road in my true form.** "Thanks. I've been training"** she replied, a grin of fierce determination on her face.

A week had passed since Smokescreen's arrival, and every waking moment since then, I worried more and more of how far he would go to try and discover my secret. This was the first time since the capture of the Vehicon that I had gotten the chance to do this with Arcee, and it was the equivalent of a much-needed break for me.

I had left the tracking device on my sword, instead of removing it. If I destroyed it, he would wonder as to why I did it without telling him. If I told him about it, he would most likely resort to using another, possibly more cunning plan. As a consequence, I left the sword at the base with my holographic twin, and replaced it on my back with another holographic duplicate.

I gritted my teeth as a tremendous jump, followed by a downward slash from Arcee's blade, caught myself and my sword off guard as I raised it in defense, and pressed it down slightly. _She really has been getting better. _I thought with a smile.

With a slight grunt, I threw it off me and jumped back a few meters. We stared at each other with a competitive look in each's optics. The training we did that day, combined with the fact that we've been dueling each other for the past hour had made each of us tired, shown by how hard we both were breathing.

**"****Yah!" **She shouted as she lunged at me again, her left arm blade raised in parallel to her last attack. I avoided it with a dodge to the right, but she pushed off from the ground where she landed and came at me again. Running off a bit, I turned again and swung my sword at her, which she was able to deflect after moving both her arm blades to defend herself, sparks emitting from the steel-on-steel clash.

Following that, she bent her sleek frame, and prepared her free arm to uppercut me as she held the sword at bay with the other. Grunting, I pulled my sword back and sidestepped her to the left the second she released her fist at me.

I raised my sword in a defensive position as she charged at me again, her slender, blue, beautiful frame glistening in the moonlight like the water from an ocean...

Her fist hitting me square in the face snapped me out of my sidetracking thoughts, making me drop my sword onto the ground in a startled fashion as I staggered back, barely catching myself from falling.

**"****What's the matter? Your head in the clouds or something?"** She asked as we both caught our breath. **"No!" **I began as I walked up to my sword. **"I was just... Just... Distracted."**

**"****By what?"** She asked, shifting her blades away and placing her servos on her hips in a relaxed position.** "By... Nevermind"** I replied when I picked up my sword. **"I guess my mind isn't really focused today."**

**"****Do you think I should come back tomorrow, same time?" **She asked. **"I'm not expecting myself to beat you on only the second, real night we faced each other like this." "That sounds perfect"** I replied with a smile. **"I guess I'll see you then."**

We looked at each other for a few more seconds, before she started to turn to leave. While sheathing my sword, a question came to mind.

**"****Hey, Arcee..."** I began.** "What is it?" **She asked, turning back to me.** "How's your training with Mirage going?" **I asked. **"It's going pretty good, I guess"** she replied.** "But I have the strangest feeling he's not going as hard on me as he should be."**

**"****Hah... That sounds like him"** I said, actually thinking of myself as I spoke. **"Always the soft one over those he cares for."**

**"****Is that a problem?" **She inquired, giving off a small glare. **"To care for someone?" "It's anything but one" **I answered, sincerely.

After a brief moment of silence, she spoke again. **"Well, I'll see you tomorrow" **she sighed as she turned to the road again. **"Goodbye, Arcee"** I said in return with a wave of my servo. She transformed into her alternate form, and drove off on the asphalt road with a roar from her engine, soon passing out of view.

I stood quiet, and alone on the cracked, dry tar of the moonlit road, exposed in my true, dark-armored form. I took a deep breath as the cool night air brushed past my face, and exhaled soon after. Silence was the only sound that responded.

I looked up to the stars, partially covered by grey clouds, but still shining no less brightly. I clasped my face with my servo and sighed as it slowly slid off it. Everything I said back there was _true_. I _cared_ for her. An _Autobot_. The very thought of it was an aberration!

As I activated my cloaking device, transformed and headed out, all I thought of on the way back was how this was all going to play out in the end. I never could conclude on what it was going to be by the time I snuck into the base, and all I came up with left nothing but disturbing knots in my mind.

* * *

><p>Arcee got a break the next day. The human, Jack, arrived with his mom from their vacation, and he begged me to let her go out on a ride with him. The look on Arcee's face told me she wanted the same, so I begrudgingly allowed it.<p>

All I had left to do in the day was either train by myself, or find something else to do, and considering how tired I still felt from the night before, I opted to just hang around the base and see what was available. Out of curiosity, I decided to visit the Vehicon held captive.

H-43, as the Vehicon finally revealed was his name, had been cured from his mutating ailment only three days earlier, thanks to the tireless efforts of Knock Out. It was a rare display of him actually sticking his neck out to help someone, but he also appeared to have enjoyed having a challenge to his medical expertise.

Walking up to the prison cell that held H-43, I saw from a distance that Miko and Knock Out were standing in front of its force field. As usual, H-43 was angrily spouting his hatred of the Autobots and humans at them.

**"****...Why do you insist on asking to watch whatever a "movie" is with me?"** He shouted at Miko, who had a cheery look on her face.** "Hey, we had another Vehicon here once, and he was my friend. He also happened to love movies"** she replied.

**"****Lies! There's no way a fellow Decepticon would become friends with Autobots, or a human for that matter!"** He roared at her defiantly while Knock Out planted his face in his palm and sighed. **"If that really did happen, then what was his designated name?" **He asked her, as he placed his servos on his hips.

**"****I named him Tailslide, and he later named himself Kickback" **Miko replied. **"But his first name... Oh what was it? What was it?"** She asked herself. **"I remember"** Knock Out said. **"It was something like... "T-7," I think."**

H-43's head shot up after he said that as I approached. **"Y-you're... You're lying, you traitor!" **He shouted at him. **"T-7 was my best friend, and I saw him get terminated by you bots a while ago! That's impossible!"**

**"****No, it's actually not" **Knock Out replied. **"He was saved from near deactivation after the incident. After we brought him here, he-"**

**"****No more lies, traitor! I'm not listening!"** H-43 interrupted, covering his audio receptors with his servos.

**"****Grrr... Fine! Be that way!"** Knock Out growled in a frustrated manor. Turning in disgust, he almost walked into me as he headed down the hall I was coming in from.

**"****Oh, uh, sorry Mirage"** he apologized. **"It's okay"** I replied. He walked to the right of me and continued down the hall, as I went past him, and up to the front of the cell where he once stood.

**"****Hey Mirage"** Miko said in greeting once I stopped moving. **"How's the Vehicon doing?"** I asked in return.

**"****H-43? He's stubborn, I'll give him that" **she responded. I looked behind the forcefield that kept him in, and saw that he was looking directly at me, turning as soon as he saw my face swerve to meet his, and walking to the wall with his back to us.

**"****Mind if I have a little... Talk with him... Alone?" **I asked Miko again. **"Uh, sure!" **she replied. **"Just give me a second to pack my things up."**

As she put the few, miscellaneous items she had away into her backpack, she gave a confident nod to me before running off down the hall to rejoin her friends. After she was completely out of view, I checked my sights down both areas of the hallway, to make sure nobody was there.

I managed to look over the base's defenses and camera systems in my spare time over the last few months I was here, and knew there were none in this area.

**"****Are you going to have an actual talk with me like you said you were, or are you just gonna stand there like a creep?" **He asked, impatiently. Smiling, I morphed into my true form, plates and armor flipping and shifting as my electronic paint job went from its fake blue-and-white, to its true black one.

**"****Whoa! Whoa! Whoa! What the scrap?!"** He screamed in confusion, backing against the wall.** "Listen, don't panic. I'll explain everything"** I said to him with my servos raised, to calm him down.** "Y-you're that bot from a few nights ago!" **He accused, pointing at me.

**"****I know, but let me explain! Lord Starscream sent me here many months ago to spy on the Autobots, and it's what I've been doing since then"** I told him. He slowly regained his posture and looked at me, fully listening now.

**"****If you're like me, then why did you cut off my servo a few nights ago?"** He asked, rubbing the place where I dismembered him previously in painful memory.** "Uh, to throw off suspicion, why else?" **I replied as I began changing back into Mirage's form again.

**"****Why were you in your true form with that Arcee bot, then?"** He asked again. **"It's complicated" **I responded.** "I'd love to tell you about it, but what I came here to tell you is what's really happening around here, and what you need to act like."**

**"****I'm... Listening"** he said, anxiously. **"Okay, first off, the Autobots won't torture you, they won't brainwash you, they won't do anything like that" **I started. **"That explains a lot"** he huffed.

**"****...And second, you should tell them all you know of what happened to you just before we found you. It's important that I get this information to Starscream when I get the chance, and if you do, the Autobots could do the dirty work for us and destroy whatever threat to us is out there" **I finished.

The sound of footsteps made me turn my head down the hallway, before shifting my gaze back to the Vehicon. **"Someone's coming. Please, just play out your part, and everything will go smoothly" **I whispered to him one last time.

**"****I'll try" **he said back in an equally quiet tone.** "...You stupid Autobot!"** He suddenly said again, in a louder voice.

Turning my head again, who did I spot coming toward me but Smokescreen. **"Hello, Smokescreen"** I greeted in a hum as he got closer. **"Yo"** he replied. **"Interrogating the Vehicon?" **He asked in friendly manor.

**"****Yeah" **I replied.** "Haven't gotten him to spill anything, though." **

**"****Well, that's not gonna matter for a while when you hear the news I just got from Ratchet" **he started again. **"We're needed at the groundbridge. He says he's finally locked onto Kickback's signature again."**

**"****Is that so?"** I said, half surprised. Staring at H-43 one last time, I looked back at Smokescreen and nodded. **"Let's not keep him waiting. He lost it once a few days ago, and I'd hate to see him lose it again."**

* * *

><p><strong>Author's Notes:<strong> Hey! Sorry about the lengthy upload, guys. Christmas is a very busy time of the year. Oh, by the way, MERRY CHRISTMAS, EVERYONE!

Up next: An old enemy, and old friend, and a new enemy appear.


	9. Chapter 9: Waspinator

Chapter 9: Waspinator

**"****So... How's Arcee's training going?"** Smokescreen finally asked as we strode towards the groundbridge. **"Good" **I muttered to him. **"She's been getting a lot better in just the last few days."**

This was perhaps the first, real time Smokescreen and I had talked to each other since that faithful night when we first met. I had been extraordinarily cautious around his prying optics ever since then, and this was no difference. Not by a long shot.

**"****It looks hard, you know... The way you two go at it like that"** he said again. **"Gravity pack hikes and swordplay that lasts for hours on end generally can make one tired"** I responded, sarcastically. **"Heh, I'd bet!"** He chuckled.

As we continued on down the last hall, before the area where the groundbridge was stationed at, Smokescreen spoke again. **"That was a nice thing you did this morning, letting Arcee go with Jack. I thought masters of your art were feared for their really strict policies. Did she do something special for you?"** He asked, curiously. **"No, it was a long day yesterday. We both needed a break" **I said in response, with a hint of irritation in my voice. I noticed him give off a small smirk as he nodded his head away, which only fueled the pent up aggression I had for him.

As we rounded the next corner, we entered the living area. Ratchet stood by the groundbridge talking to Bulkhead, Wheeljack, Bumblebee, and Knock Out, before turning to us after Bulkhead pointed us out.

**"****Ah, you're all here... With the exception of Arcee"** Ratchet spoke.** "I called her and told her to come back to base, but seeing how she's probably not going to be here in time, I've rounded you all up, and I'm sending you to intercept the location where I found Kickback's signature."**

**"****You really think it's Kickback?"** I inquired. **"I'm absolutely certain the signature is either his, or, at the most, another bot that has his CNA"** Ratchet said as he turned to his computer, typing something into it. A bright, green flash, followed by a humming sound came from the groundbridge as it activated, creating a portal.

**"****Alright, I've set the coordinates to his destination. It's vital you know that if you do indeed encounter him, be cautious"** Ratchet said again, in a somber voice. **"He most likely mutated again, since the last time we saw him, and however he'll act or react is unknowable. Be ready for anything."**

**"****What's that blaster you're holding for?" **Smokescreen asked, looking at the device Knock Out was carrying.** "It's the equivalent of a tranquilizer gun" **Knock Out replied, proudly. **"It will administer a painless shock, made to put the body into instant sleep mode, Just in case talking doesn't go well. Speaking of which, leave the talking to ****_us_****" **He said again, gesturing to himself, Bulkhead, Bumblebee and Wheeljack.

**"****Got it" **Smokescreen responded. **"You guys need to go through now. I'm not sure how much longer his signature will be there for" **Ratchet said again, in a concerned voice.** "Then let's go!"** Bumblebee shouted, dashing towards the portal without a second thought, Bulkhead, Wheeljack, and Smokescreen in pursuit.

**"****Wait for me!"** Knock Out yelled, rushing to join them, fumbling with his blaster in the process. **"If Arcee gets back in time, I'll make sure to send her your way"** Ratchet said to me. I shrugged my shoulders in response and began to run through the portal myself, disappearing through the green veil of energy.

* * *

><p>Exiting the portal, I arrived to a partially open field, surrounded by coniferous and deciduous trees that lined a forest. Looking around more, I saw several white-capped mountains in the far distance, a great many miles away. The sun hung high in the sky overhead, and there were no clouds in sight.<p>

The whole team stood next to me as the portal dissipated, all taking in the scenery, except for Knock Out, who took off a small device from his hip, and read something on it.

**"****Okay, let's see here... It says that he's... This way"** Knock Out spoke, pointing forward. **"How far?"** Bumblebee asked. **"Not very far... A quarter of a mile, at the most" **Knock Out replied.

**"****Well? Let's hurry it on, then" **Bulkhead said, impatiently, as he began to head in the direction Knock Out pointed in. **"That little guy's been gone for a long time. I'm sure he's as homesick as can be."**

Following him, we trudged through the forest, brushing off any foliage that came in our path. The only inconvenience we had on the way was after Wheeljack accidentally kicked mud in Knock Out's direction, starting a small argument that was quelled after I had to step in and break it up.

A very short while later, when we came to a ditch that was just before a big, rock-laden clearing, Knock Out stopped moving and began to look at his device intensely.** "I-it says that there's... No, that can't be... Piece of junk!"** He shouted, shaking it around in his free servo.

**"****Hey, hey, What's the matter?"** Smokescreen asked. **"The darn thing just picked up eight life signals ahead, then went down to five in a split second" **he responded. **"Either it's malfunctioning, or..."**

Before he could go on, Wheeljack brought his servo to the doctor's mouth, shushing him. **"Hey, watch where you point that thing!" **He shouted angrily at him. **"Quiet"** Wheeljack said, glaring at him. **"You guys hear that?"**

Cupping my ear to my audio receptor, I heard a faint noise barely sound out in the distance, and what it was, was unmistakable.

Blaster fire.

**"****What in Primus... Was that a blaster?" **Bumblebee asked, turning his head to the others. **"It is"** I replied in a whisper. **"I'll go on ahead and see what's happening, you all stay here"** I said, climbing out of the ditch.

**"****How are you gonna keep out of sight? You stick out like a loose rivet!" **Smokescreen said. **"He's got a point, you know"** Bulkhead agreed.

Smirking, I activated my cloaking device, turning fully transparent before his and the other's optics, earning a few expressions of surprise. **"Wow... You never told me you had a cloaking device"** Smokescreen said, an amazed expression on his face as he turned his head around in an effort to find me.

**"****I'm a covert-operations specialist for a reason, kid"** I said as I began to head towards the clearing.** "I've got my radio on, so I'll be in touch"** I said again as I broke into a run.

Sprinting quietly over the sandstone-colored rock, I soon found myself at the end of the clearing, and looking over an enormous quarry, vastly different from the forest I was just in. Nothing seemed out of the ordinary, as far as I saw, but that was probably because of all the large rocks that were strewn about in my field of view.

Inching closer, I ran behind boulder after boulder in an effort to get a better view. As I did so, another sound of blaster fire went out through through the air, followed by what sounded like a muffled scream.

Another sound caught my audio receptor. It was a small jet engine, and it was coming overhead. Looking up, I saw a single, small, purple craft flying away in the opposite direction from where the team was. It was a Vehicon!

**"****Guys, do you see that?"** I whispered into the intercom. **_"Yes, we do" _**Knock Out's voice responded on the other end. **_"What's a Vehicon doing out here anyw- Wait, what the heck is that?!"_** He suddenly shouted in surprise, ending the transmission abruptly.

Looking up again, I saw a sight that startled me. Flying towards the Vehicon at a breakneck speed, was a large, green, Insecticon, its wings flapping at a speed that made it look like a vibration.

Catching up to the hapless bot, all I could do was watch as the bug, which I noticed bore a strong resemblance to a wasp, attack him in mid-air, tumbling throughout the sky as both of them, silhouettes against the sky, fought.

**_"_****_I-is that... Kickback?"_** Knock Out's shaky voice said on the intercom again as I continued to stare at the spectacle. The Vehicon transformed in what appeared to be an attempt to fight back at his assailant, but all he managed to do was flail his arms about wildly as the Insecticon struggled with him, before suddenly going limp in the bug's servos. Apparently victorious, the Insecticon continued to hold firmly onto its prey and flew in my direction, not noticing where I was.

**"****Kickback!" **A loud, thunderous yell went out. Turning my head, I saw Bulkhead rushing out of the foliage, and into the open. The earth trembled with each step he took, and he had an extremely large grin on his face. **"Hey, Kickback! Over here!"**

_Well, that's one way to get his attention_ I grumbled in my mind, as I spun my head back to what I presume was "Kickback" again. I saw the creature stop moving forward, and stare down at Bulkhead as the big lug waved his arms in an attempt to gain his attention. He looked obviously perplexed by what it was seeing, judging by how his head was rapidly twitching back and forth as he held onto the Vehicon.

Before my very optics, the creature started to descend toward Bulkhead, the droning hum of its wings getting louder as it approached. The rest of the team had followed Bulkhead out of the forest by now, and stood by him. Bumblebee and Knock Out looked at Bulkhead with expressions of disappointment, presumably because of his timing.

I walked to the team slowly and uncloaked, revealing myself as the Insecticon threw the Vehicon onto the ground and landed. It indeed looked like a giant wasp, with its six legs, large, purple optics, and green body, complete with a large, black-and-yellow, striped abdomen, and two, membranous wings folded on its back.

**"****Kickback? Is that you?"** Bumblebee asked quietly, as the Insecticon examined each of us, one by one, with its optics, head jerking around as it looked. The sound of a T-cog shifting signaled him transforming into his alternate form, soon forming into a more humanoid appearance, as the plates, metal, and limbs on his body morphed accordingly.

Finishing his transformation, he stood on two legs, around my height. His head, though different from his alternate form, still looked very insect-like, with a set of mandibles, two yellow antenna, and two, large, purple, compound optics. He also possessed two, long, three-fingered arms and a hunched frame, and his striped abdomen remained tucked behind him, partially covered by his wings.

**"****Who you all? Why you call Wazzpinator... "Kickback?""** The creature suddenly spoke, in a high pitched, nasally voice. We all stood in stunned silence, until Bulkhead spoke up.

**"****Kickback, it's me, Bulkhead! Don't you remember me, buddy?"** He said, softly, motioning to himself. **"Bulk... Head?"** Waspinator responded. **"Bulk... Head. Bulk... Head. Name...****_ Familiar_****" **the Insecticon said again, clacking its mandibles together and scratching its head.

**"****Yes! And I'm Knock Out... Remember me?"** Knock Out stated, as he held up his small, pad-like device to Waspinator. **"Wazzpinator not remember you" **The Insecticon replied, bluntly.

**"****Yep. It's Kickback"** Knock Out said again as his device finished scanning Waspinator.** "His CNA is a perfect match. Guys... We found him! Haha!"**

**"****Why you keep calling Wazpinator that?" **Waspinator said again, before bending down to try and pick up the unconscious Vehicon again.** "Er... Wazpinator need to go now" **he suddenly said.** "Hive needzz Wazzpinator."**

**"****Wait, what?"** Wheeljack said in a shocked tone. **"What hive?"** Bumblebee asked. **"And what the heck are you doing with that Vehicon?"**

**"****Hive is Wazzpinator'zz friendzz. Wazzpinator'zz family. Sharpshot said so, Sharpshot saved Wazzpinator, and Sharpshot azzked Wazzpinator for Vehiconzzz" **He hissed, before suddenly perking his head up, antennas twitching about.

**"****Your name is Kickback, and you're****_ our _****friend. You're part of ****_our _****family! Not some hive!" **Bulkhead said again, concern in his voice.** "Wazzpinator not even know you!" **The Insecticon screamed back at him. **"You do know him!"** I stated. **"You just can't remember."**

**"****Zzzz..." **Waspinator buzzed, turning his green head, before breaking into a small cackle. **"Hehe... Here comes one of Wazpinator's friends now"** he said, looking at the ground in front of him.

I felt a weak vibration-like feeling underneath my feet, before it suddenly started to get stronger. Pebbles began moving around on the ground as if they had minds of their own, clattering around wildly amidst the shaking earth, before soon being joined by larger ones.

**"****Uh... Guys?"** Smokescreen asked nervously. **"Everybody get back, get back!" **Bumblebee yelled. **"The ground's caving in!"**

Taking in Bumblebee's advice, the others and I jumped back several meters, turning again in time to see two, enormous, pillar-like metal objects that were bent inward, burst from the ground in between Waspinator and us, followed by two, four-clawed servos. The creature pulled itself out of the ground with a grunt, and soon stood over the fissure it created. Its back was turned to us, and I couldn't see its face. Everybody stood in silence.

**"****Waspinator..."** It started, as the brute reared to its full height, which was well over Bulkhead's.** "I accidentally killed my prey again. Can I have yours?"** It asked Waspinator in a surprisingly normal-sounding voice.

**"****W-what... What in the Allspark... Is that?"** Knock Out asked, pointing his gun nervously. The creature hesitated, and turned around, staring at us. He had a small head compared to his body, and his optics were covered by a red visor and parts of body armor, but his exposed jaw looked extremely insectoid in nature, mouth filled with sharp, distorted teeth. His chest was yellow in color, and his arms were purple, as well as his large, stubby, two toed feet. The rest of him was black and steel.

**"****Never mind..."** the Insecticon spoke again, looking at us with a sneer. **"I'll just take one of ****_them!_****"**

**"****Thizz Shrapnel"** Waspinator said smugly, flying onto the titan's shoulder.** "He Wazzpinator's bezzt friend."**

**"****Have you been talking with these… Bots?" **Shrapnel asked Waspinator.** "Yezzz" **the green bug replied. **"They say they Wazzpinator'zz friend, but Wazzpinator not know them, or at leazzt, not very well. You think they were the onezz Wazzpinator knew before Wazzpinator lozzt memory?"**

**"****I don't know" **he responded, eying the Autobot symbol on Wheeljack's chest. **"Is one of them that, er... "Arcee" bot you won't shut up about?" "No"** Waspinator replied again.

I took my sword out, and saw the others ready their weapons as well. **"Then..." **Shrapnel continued, closing his enormous claws together. **"There's only one thing we should do. Let's kill them."**

* * *

><p><strong>Author's Notes:<strong> Hey, guys! I wanted this chapter out as soon as possible, but I haven't really had the time to work on it, so some parts of this may have been a tad bit rushed. Next chapter should be out soon, I have all the plans laid out for it, and the chapter following it, so see you then!

Also, the voice, and appearance that I designed for Waspinator is supposed to resemble a slightly taller version of his appearance in the _Windblade_ comics series, with a few minor tweaks here or there. (it took lots of time to find that knowledge)

Up next: Electricity and Autobots don't mix very well.


	10. Chapter 10: A Storm of Shrapnel

Chapter 10: A Storm of Shrapnel

**"****Wait... You want to ****_kill _****them?" **Waspinator asked his giant companion in a confused tone.** "But... They might be Wazzpinator'zz friendzz!"**

**"****I know who these bots are. They're the Autobots, and they are our enemies!" **Shrapnel said to him, as Waspinator flew off his titanic companion.

**"****We are not your enemies!"** Bumblebee shouted back at Shrapnel, as he aimed his blasters at him.** "We know who you are, Waspinator! We are your friends, Bulkhead probably most of all! You've got to believe us!"**

**"****Yeah, he's right"** Bulkhead agreed, his cannon-like weapons at the ready.

**"****Wazzpinator... Wazzpinator not sure" **the Insecticon said.

**"****Enough talking! Your lies won't affect my hive-mate's mind!" **Shrapnel suddenly shouted out.** "How about we start this slaughter? Who wants to die first?"**

With that, Shrapnel raked his claws across the stony ground, and looked at each of us with a vicious sneer on his face, as if choosing with of us he wanted to charge at first. Gritting my teeth, I readied my sword as the overgrown beetle's optics fell on me, only for them to pass onto Knock Out, who let out a small yelp once they did.

**"****Hmm... I think I'll take on... The red one"** he growled, pointing at the doctor.

**"****Oh no, there's no way the I'm letting a ****_thing_**** like ****_you_**** near ****_this_**** paint job!"** Knock Out roared, pointing his gun at the threat in retaliation.

**"****Shrapnel, what kind of blazzter izz that?" **Waspinator asked his giant companion. **"Beats me" **Shrapnel responded. **"But it looks weak."**

**"****Weak you say? Well, let's see how weak it is!" **Knock Out said again, looking down the mechanism's barrel. **"Sweet dreams, pal!"**

With a pull of the trigger, I saw something shoot out of the barrel of the blaster, impacting, and latching itself onto Shrapnel's chest with the aid of hooklike, mechanical claws. **"Eh?"** Shrapnel muttered, as he looked down at the small, metallic, cylinder-esque device with a curious expression, and before he could even think of removing it, electrical sparks jolted out of it.

**"****Hehehe..." **Knock Out chuckled, a smug expression on his previously nervous face. The appearance of terror soon returned when we all saw that, after the sparks faded, the Insecticon was still standing, and still fully conscious.

**"****You planned on using... Electricity to harm me?" **Shrapnel said in a high pitched squeal of delighted surprise.** "Electricity? On me? Electricity?"**

Bursting into laughter, Shrapnel tore the minor inconvenience off his chest, and crushed it like a tin can in his massive paw.** "I use electricity too! Wanna see?" **He asked, menace in his voice.

**"****Uh... No?" **Knock Out replied, fearfully, as the two, arch-like metal prongs on Shrapnel's back began to click together rapidly, releasing a small clinking noise.

**"****Okay, what now?" **Bulkhead asked Bumblebee when they started to turn blue.

**"****Fire! Fire at Shrapnel!"** Bumblebee shouted to us all, beams of energy shooting out of his arm-mounted blasters, soon followed by the others in a display of focused firepower. Waspinator dove out of view with a screech of surprise following this.

I saw Wheeljack switch from his blaster to his swords and dive towards Shrapnel, fully showing off just how large the Insecticon was by how the Autobot stood only a fourth of his size.

As I was about to charge in myself, I stopped and noticed Shrapnel bend over, pointing his now glowing tines at Knock Out as he ignored Wheeljack's multiple strikes, and shrugged off the volley of blaster shots. Knock Out stood and gasped in horror as particles of electricity began to spasm out from the prongs, which themselves had begun to turn from blue, to white.

_It's like... Some sort of cannon_ I thought in awe. Looking back at Knock Out, I saw him drop his useless weapon and back up slowly, knowing exactly what was coming next.

**"****Scrap... Get down!"** I shouted. He continued to stare in shock.

**"****Knock Out?"** Smokescreen asked, taking his focus off from firing to look at the doctor, just as the droning noise from Shrapnel's weapon reached its apparent terminal.

_Oh, frag this..._ I thought as I darted towards Knock Out. He made a startled grunt as I tackled him, and both he and I flew through the air, landing in the dirt next to Bulkhead, a few meters away. Just after, a thunderous, audio receptor-numbing explosion sounded, followed by a blinding light.

An enormous beam of what appeared to be pure electricity, flew from Shrapnel's back with an excessive force, blasting past where Knock Out had just been standing. The trees that lined the forest, behind the spot, were utterly obliterated, burnt to cinders, and leaving a long trail of ash and burning tree limbs in its wake, leading into the forest.

**"****Y-you... Saved my life"** Knock Out breathed in a shaky voice as I got up. **"Stay out of the way, if you're just going to be a target" **I grumbled to him, head still ringing.

Turning back to Shrapnel, sword drawn, I saw that the explosion from his weapon had sent Wheeljack flying back a few yards, and the others had stopped firing in reaction. Shrapnel himself pushed himself upright again, and growled in disappointment when he saw we were all accounted for.

**"****Is everyone alright?" **Bumblebee asked us all as I wiped off my dust-caked blade with my free servo. **"Knock Out's fine"** Bulkhead said, relieved, as he bent down and picking up the shaken hot rod.

**"****I'm good" **Wheeljack said, jumping up from the ground, a sneer drawn on his face.

**"****I missed! I missed, I missed! I'm not supposed to miss!" **Shrapnel boomed angrily, slamming his enclosed fists repeatedly into the ground, cracking it with every stroke of his tantrum. As he continued, I noticed a weakness on him that could prove to be an advantage to us.

**"****Hey, Wheeljack"** I whispered to the silver swordsman as he backed up to me and Bulkhead. **"What is it?"** He asked. **"You got a plan?"**

**"****Yeah" **I said. **"You saw that attack of his, right?"**

**"****_Felt _****is a better word for that" **he chuckled.

**"****That power... It came from a generator on his back"** I continued, thinking of the unnatural hump on Shrapnel's back, where the two large prongs came from.

**"****Yeah, I noticed that" **he replied.** "Planning on going after it, eh?"**

**"****Not alone. Think we can work together, just this once?"** I asked again. **"I'm gonna need backup."**

**"****Under one condition..."** he smirked, gripping his weapons tightly, mouthguard shifting onto his face.** "If we live, then as soon as we get back to base, we'll have ourselves a little duel. Me and you, one-on-one. Best swordsman wins."**

**"****Deal!" **I replied, a competitive smile forming.

Shrapnel, by this time, had stopped his ranting and was glaring at us, an undertone of growling coming from his throat. **"Waspinator!"** He suddenly yelled.

**"****Wh-what izz it?"** Waspinator responded shyly, peering out from behind a large rock nearby.

**"****Help me!" **Shrapnel snapped, shooting his servo out, and wrapping it around the smaller Insecticon's arm.

**"****Wait, Wh-Gah!" **Waspinator screamed as he was rapidly lifted from the ground and held in the air, body squirming around.

**"****Now, while he's distracted!"** I yelled, rushing in in.** "Bulk, guys, keep us covered!" **Wheeljack continued, joining up with my charge in a sprint, both of us brandishing our swords.

**"****You got it!"** Bulkhead replied, blaster fire sounded again as his allies and himself began to get back into offensive mode.

**"****Die!" **Shrapnel roared with bestial vigor as me and Wheeljack were just coming upon him, swinging the hapless, screeching Waspinator at me like a hammer.

I broke into a slide on the rocky ground and narrowly avoided the attack, slipping under Shrapnel's legs, and appearing on the other side of the colossus while Waspinator impacted on the rock with a sickening crack, splitting the sandstone ground.

**"****Kickba-err... Waspinator!" **Bulkhead cried out in a concerned manor.

**"****I thought you said he was your friend, numb-nodes!" **Wheeljack quipped, jumping up and kicking Shrapnel in the jaw, causing the Insecticon, surprised by the blow, to let go of the broken form of Waspinator and stumble back, toward me, forcing me to dive to the left to avoid his footsteps.

**"****I do that with him all the time!" **Shrapnel shouted, confidently, when he straitened himself out again, using one arm to shield himself from the blue blaster fire, and using the other to wipe some greenish energon from his lips. **"He can recover rather quickly."**

Using his moment of monologuing to my advantage, I pounced onto the hump on his back, just below where the two prongs were sticking out of, and impaled my blade in it, hoping to hit something important.

Sparks began to fizz out the second I plunged the sword into it, and I felt Shrapnel begin to move about, apparently noticing me.

**"****Hey! What are you... Get away from there!" **He yelled, struggling to grab me, throwing his arms behind his back to get ahold of me.

**"****Scrap"** I muttered when my grip loosened on my sword, the second he began to buck around, and grapple with my leg. A split second later, he pulled me off his back, blade still sticking out of where it was still lodged into, and chucked me at Wheeljack, sending me through the air.

**"****Whoa!" **Wheeljack shouted, just before we painfully smashed into each other, and rolled about on the ground, coming to a stop in between where Waspinator now laid, and the unconscious Vehicon, dust spreading in the air from the impact.

**"****He's faster then he looks"** I said, pulling myself back up, helping Wheeljack back onto his feet soon after.

**"****What should we do now?"** Wheeljack asked, as we both looked back at Shrapnel, who had begun to slowly spin in a circle as he tried, futilely, to grab my sword, still lodged in his back. **"Think going after that generator's still a good idea?"** He asked again.

**"****I know it is" **I replied. **"He wouldn't be so fussy about protecting it like he is now."**

A cracking noise, followed by a moan, suddenly came from the right of us, where Waspinator lied. Gazing toward it, I saw his broken, green figure starting to stand up, to my surprise.

One of his arms, at the elbow and wrist, were bending the wrong way, his left leg appeared to be broken, he had a thick dent on his back, and his head was twisted, in a painful-looking way, to the side.

**"****Primus..."** I heard Smokescreen's voice say, presumably after he laid optics on Waspinator. The bug looked at him, then to me and Wheeljack as the others stopped firing again.

**"****Zzz... What bots zztaring at Wazzpinator for?"** He asked in a normal voice.

**"****Y-you look hurt"** I stuttered.** "Need help?" **Wheeljack continued.

**"****Wazzpinator fine"** he responded, casually, using his good arm to grip his broken one. With a grunt, and a disturbing snap, he fixed it back in place, and flexed it out, good as new.

**"****Oh, that's not right..."** Knock Out said in a grossed-out tone from behind the protection of Bulkhead, as Waspinator proceeded to do the same with his head and leg, each joint popping into its proper place with a similar noise.

**"Guys, behind you!"** Smokescreen suddenly called out, drawing our optics away from the spectacle.

The second I shot my head around, I saw Shrapnel's monstrous form rush at me, claws outstretched. Having just barely enough time to react, I jumped out of his way as he charged through.

Wheeljack wasn't so lucky. He was grabbed in a bear hug by the Insecticon, and hoisted into the air, dropping his both his swords in the process. Regaining my footing as Wheeljack let out a cry of shock, I instantly jumped back onto Shrapnel's back with a roar.

I clambered up, and managed to reclaim my sword, gaining a hold of its handle as it continued to stick out of where it laid. I almost let go of it again when I felt a sharp displacement in Shrapnel's body that followed a gong a metal and a scream of pain from him, signaling somebody had hurt the brute, but I held firm.

**"****Come here, you scrap-eater!"** Bulkhead's voice shouted in a rage-filled tone. Looking over the Insecticon's shoulder for only a split second, I saw that Bulkhead had charged into the fray, and had begun to grapple with Shrapnel, forcing him to throw Wheeljack away.

**"****Grrr... That's not fair!"** Shrapnel growled out as he grabbed one of Bulkhead's mauls in mid-swing, and punched back in retaliation. **"Three against one is not fair!"**

I placed my legs in a position on either side of my sword, and, grunting, pulled it out of the creature's back. Electrical sparks flew around again as it slid out, stained with green energon.

**"****Bulkhead, get back!"** I yelled, looking at him. He looked up at me and nodded, punching Shrapnel one last time before running back.

I bent on my knees, and leapt forward, passing directly in between the two prongs on the bug's back, and turned my body, mid air. Bringing my sword down as I started to descend, I saw and felt it slice through half of Shrapnel's face, severing two of his mandibles and part of his jaw in gritty fashion.

I landed on the ground perfectly, just before I heard Shrapnel let out a scream of pain. Clutching his wound with both servos, he backed off, but continued to be harassed by the blaster fire from the others. He soon neared the quarry's edge, and appeared to be in trouble.

Out of nowhere, his prongs began to light up again, turning a white color in a much shorter time then they had before. Electricity arched out, and they both expanded outward, unlike what they had done before.

**"****Enough!"** He screamed, as the prongs suddenly snapped together. A shockwave of electricity burst out, slamming into me and the others, along with Waspinator, throwing us all back with excessive force.

I slammed into Bulkhead, and found myself having the wind knocked out of me. Landing on my knees, using my sword as a support, I was able to pull my coughing body up in time to see the wounded Shrapnel run up to the unconscious Vehicon and grab onto him.

**"****I may not be be able to kill you now..."** He started in a distorted voice, no doubt from the wound I caused him.** "But I'll do it later! Mark my words! Sharpshot'll fix me up, and then you'll all be sorry!"**

Throwing the Vehicon to the ground next to the hole he first emerged from, a T-cog shift signaled him transforming. Within the span a few seconds, he had turned into an enormous, six-legged beetle, and both the prongs on his back had turned into a pair of large mandibles.

Grabbing the Vehicon up in them, and before anybody could do anything, Shrapnel fled down the hole with his prey, disappearing from sight.

**"****No!"** Bumblebee cried out, running up to the hole and looking down it, blasters extended. **"Scrap! He's gone."**

**"****Darn"** Knock Out said, appearing from behind a tree. **"He deserves to pay for what he did!"**

**"****Wait a minute..." **Smokescreen started as he helped Bulkhead up. **"Where'd Waspinator go?"**

**"****He's here!" **Wheeljack replied. Looking behind me, I saw him standing near a crevice in a nearby rock wall, pulling at something. Running up to him, sword sheathed, I saw he was pulling at one of Waspinator's arms. The bug had become wedged in the rock from the explosion.

**"****Let me help you out" **I said, grabbing Waspinator's other arm. Tugging, it took the combined strength of Wheeljack and myself to make his moaning body move just a little bit.

**"****One, two, three, pull!"** Wheeljack said. With one last grunt of effort, we tore Waspinator clean out of the rock, falling back in recoil, just as the others approached. Waspinator hopped onto his feet, and backed against the rock wall, cornered.

**"****You... You really beat up Shrapnel"** He said. **"A-are you going to hurt Wazzpinator too?"**

**"****Never"** Bulkhead replied. **"You have to believe us. We know who you are. We're your friends."**

**"****Wazzpinator not sure... Wazzpinator just not sure"** he said again, curling up against the wall, long, skinny legs bending for his servos to curl around. Smokescreen and I looked at each other, him sighing and rubbing his face with his servo, as Wheeljack walked up to Waspinator.

**"****Shrapnel couldn't have been your friend"** he said, kneeling down beside him. **"He left you here. He used you as a weapon for Primus sake! Friends don't do that."**

**"****Wazzpinator not know if you're friend, or not, though!"** The confused Insecticon said again, glumly.

**"****Wait a second... Remember when Shrapnel said something about Arcee?" **Bumblebee brought up, looking toward Wheeljack.

**"****I remember" **I replied, thniking back to when Shrapnel first emerged from the ground.

**"****Yeah, me too!" **Smokescreen agreed.

**"****Wait... You know who Arcee-bot izz?"** Waspinator asked, shooting his head up at us.

**"****Yes, yes! She's one of our friends back at the base!" **Knock Out said, gleefully. **"You remember her?"**

**"****Y-yezz! Wazzpinator remember saving her zzpark from... From that evil zzpider-bot Airachnid."**

**"****You remember that?" **Bulkhead asked again. **"Oh man, Bumblebee, you need to get Ratchet on the mic, and get him to send Cee here right now."**

**"****I'm already on it"** he responded, placing his servo to his head.

**"****Who's Ariachnid?"** I asked, looking towards Wheeljack.

**"****Airachnid? Let's just say... She and Arcee were arch-enemies, and you wouldn't have wanted to meet her..." **He said, half smirking.

**"****Hey, Ratchet... " **Bumblebee began on his mic.** "It's a long story, but we really need you to-"**

He was cut off as the familiar sound of a groundbridge went out through the air. Surprised, like the others, I turned to the green flash that popped up behind us.

Stepping out of the spiral of energy came Arcee, blue paint job reflecting the noon sun's light. She turned her head and saw us, crowded around the rock wall.

**"****Sorry I'm late. Ratchet just sent me through"** she said, walking up to us. **"Have you guys seen Kickback yet?"**

Bulkhead chuckled and stepped out of the way, revealing the Insecticon to her. She gasped in surprise and stopped in her tracks. Waspinator in turn bore what resembled the same expression. I couldn't help but laugh.

**"****Ar-Ar-Ar..." **Waspinator stuttered, twitching spasmodically in apparent excitement.

**"****Ar-Ar-Ar... Arcee!"**

* * *

><p><strong>Author's notes:<strong> Man, this was long to upload. Sorry about that. Have no fear, though, for I have it all planned out now!


	11. Chapter 11: So Close, and Yet, So Far

Chapter 11: So Close, and Yet, So far

**"****Kickback?"** Arcee asked, a shocked expression on her face. **"Is that you?"**

Waspinator leapt up onto his legs, still looking at Arcee with his large, purple optics.** "Arcee!"** He shouted again, breaking into a run towards her. **"Arcee! Arcee!"**

Bulkhead, Knock Out, and Smokescreen broke into laughter at the sight when Waspinator grabbed the still surprised two-wheeler up in an enormous hug, lifting her from the ground, still repeating her name, over and over again in sheer joy.

**"****Kickback, you've... Changed" **Arcee breathed, smiling as the bot that formerly went by that name put her back down. **"What happened to you?"**

**"****Uh... Wazzpinator not know. Why do you all keep calling Wazzpinator that?"** He asked, letting go of her. **"Oh, what doezz it matter! You all really are Wazzpinator'zz friendzz! Wazzpinator finally found you all!"** He cheered again, motioning to Bulkhead and the others.

**"****Let me guess..."** She started, looking towards Knock Out.** "...He mutated again, and he has more amnesia?"**

**"****Well, heh, Presumably" **Knock Out replied, raising a servo. **"It happened once, it's certainly possible that it may have happened again, seeing how this happened to him."**

**"****...Or maybe Shrapnel and that Sharpshot guy processor-wiped him"** Bulkhead said, hinting to our encounter.

**"****Shrapnel? Sharpshot? Who are they?"** Arcee asked, confused, placing her servos on her hips.

I sighed. **"When we found "Waspinator," here..." **I began, stepping forward. **"...He wasn't alone. Shortly after we got to him, another Insecticon came out of the ground, and attacked us, after introducing itself as "Shrapnel.""**

**"****Shrapnel Wazzpinator'zz friend"** Waspinator said, smiling just enough to show rows of needle-sharp teeth behind his mandibles, optics squinting in an innocent manor.

**"****Pff, yeah, a friend... Who used you like a freaking hammer"** Smokescreen quipped, folding his arms sarcastically. **"Speaking of which, how did you fix yourself? I could swear you broke, like, three of your limbs and your neck after you slammed into the ground back there."**

**"****Wazzpinator heal really fazzt" **he answered.** "Wazzpinator not know how, but Wazzpinator can!"**

**"****So, who's Sharpshot?"** Arcee asked.

**"****Yeah, who is he?" **Bumblebee also inquired.

**"****Sharpshot? Oh, he Wazzpinator'zz and Shrapnel'zz hive-leader"** Waspinator replied. **"He tellzz us what to do."**

**"****Did he tell you to kidnap Vehicons?"** I asked, thinking back to the one we saw him attack.

**"****He azzked us to take bots we find to him so he can help them" **he responded.** "Or... At leazzt, that'zz what Sharpshot and the otherzz tell Wazzpinator."**

**"****Hmm..." **Bulkhead mumbled, rubbing his chin, face in an appearance of deep thought.** "I don't think that he's actually helping them"** he said, looking back at his green friend with an expression of concern. **"But... We don't need to worry about that right now. What's important is that we should get you back to base."**

**"****Hey, Ratchet, could you send us another bridge?"** Bumblebee asked into his mic.

**"****Time to get you back home again" **Arcee said to Waspinator. A second later, the green vortex of energy appeared behind her. She looked at it, then back to the Insecticon, smiling. **"Let's go."**

**"****Doezz Bulk-head think Wazzpinator will fit in?"** He asked, tilting his head towards Bulkhead, clicking his clawed fingers together anxiously.

**"****Of course I do buddy!"** Bulkhead said. "Something just like this happened before, and it worked out all right."

**"****You'll do great"** Arcee said to him in a caring manor, placing her servo on his shoulder. Waspinator looked back at her with what I assume was a comforted smile, judging by how his face looked.

His expression drastically changed a few seconds later, to one of mild discomfort. Turning away, he placed a servo on his head, and shook it around, groaning.

**"****Hey, you okay?"** Bulkhead asked.

Before he could answer, and without any warning, his head jerked to left, and he let out a startled, pained cry, falling to one knee, and grasping his head with both servos.

**"****What's happening?"** I asked, looking to Knock Out worriedly, then back to the convulsing Waspinator.

**"****I-I don't know!"** He said as Bulkhead knelt down beside him, and Wheeljack ran up to him.

**"****Waspinator, what's wrong?"** Arcee asked him, as I ran up to him myself.

**"****Wazzpinator... Head hurt!" **He screeched, slamming his head to the ground. Then, just as briefly as it happened, Waspinator stopped, placing his servos on the ground, and began panting.

**"****Is it over?" **Smokescreen asked. Bulkhead and Wheeljack attempted to help their fallen comrade up.

**_"_****_Get off me, fool!"_** Waspinator suddenly shouted, in a different voice. Wriggling out of Wheeljack's grip, he backhanded him with surprising strength, sending him flying back.

**"****What the-" **Bulkhead began before he was punched in the stomach, letting go of Waspinator. The bug jumped in the air, and began to flutter up with his wings, getting out reach of anyone nearby.

**"****Waspinator, what the heck?" **Arcee shouted at him. I readied my sword instinctively when the Insecticon's cryptic gaze fell upon her and the others, his optics mysteriously glowing a brighter shade of purple than they previously did.

**_"_****_You think to rob me of my servant, do you?"_** he said in a voice resembling a mix of his own, followed by the echo of an unknown other's. **_"Think again, fools."_**

**"****What do you mean? Who's talking?"** I asked, angrily.

**_"_****_By now you've heard of me, I'm sure"_**Waspinator went on, still in the queer voice.**_"I am Sharpshot, and I've commandeered this vessel you call "Waspinator.""_**

**"****Who in Primus are you? What have you done to Waspinator? What do you want?" **Bumblebee asked, angrily. I unsheathed my sword, while Arcee, Bumblebee, and Smokescreen drew out her pistols.

**_"_****_Oh, come now. You wouldn't hurt your own friend now, would you?"_** He taunted, flying in closer to Arcee. **_"If that's what you want, the first shot's free!"_**

**"****Just spill what you've got to say, then get out of his head."** Arcee said again, face drawn into a sneer.

**_"_****_I'll only tell some, but only some will I tell..."_** Sharpshot/Waspinator cackled, hovering back to a lofty height again. **_"Where do I start? What should I say? Hmm..."_**He hummed, as if in deep thought.

**_"_****_Well, first off, I work only to help you wretched, ungrateful bots. I've spent my life working only toward the future, to save the Cybertronian race from extinction!"_** he said, looking at us all with disdain.

**"****Extinction? What are you talking about?" **Wheeljack asked.

**_"_****_Misguided fool!"_**Sharpshot/Waspinator snapped. **_"There appears to be no reasoning with you animals!"_**

**"****You only just started talking with us!" **Arcee shouted back.

**_"_****_No I didn't"_** he quickly denied, glaring back at her. **_"You are all such delusional fools. No different than my peers back on Cybertron!"_**

**"****You're not making any sense" **Knock Out said to him.

**"****I think he's mad" **I whispered back to him.

**"****Listen, pal"** Wheeljack started again, cracking his knuckles together, intimidatingly. **"If you're done talking, then get out of Waspinator's head. Or do I have to beat you out of it?"**

**_"_****_Who ever said I was giving him back?"_** Waspinator/Sharpshot snickered, clacking his mandibles together, making sure to keep his distance of Wheeljack. **_"I'm taking him back to my hive, so your bad influence won't corrupt his mind."_**

**"****You don't know anything. We're his friends. You're not"** Bulkhead growled.

**_"_****_Even if you once were, you're not anymore"_**he snapped back. **_"Waspinator is my servant, and my servant only. Goodbye, Autobots."_**

Turning from us, he transformed into Waspinator's wasp form, and with a final look of contempt at us all, turned, and began zooming toward the horizon.

**"****No!" **Bulkhead cried out, running forward a few meters before stopping. **"No! You get back here!"**

**"****Bulkhead, I don't think he's going to listen to you" **Arcee said, walking up to him as the rapidly shrinking green speck on the horizon began to disappear, and the droning hum of wings began to grow silent.

**"****We'll get another chance" **Wheeljack said, reassuringly, despite his face showing otherwise.

**"****Oh... This isn't fair!"** He shouted, kicking a nearby rock into the quarry.** "We were so close! Then****_ that _****happened!" **

**"****Don't worry"** Bumblebee said. **"The best thing we can do now is look for any clues that could help us locate where this "Sharpshot" guy is, and I think we should start with that energon that Shrapnel bled out when we fought him."**

**"****You're right"** Knock Out agreed. **"Getting a big enough sample to Ratchet should let him find out wherever their location is."**

**"****I'll stay and help"** Bumblebee said.

**"****I will, too"** Knock Out also said.

**"****I think it's best if I also stay"** Wheeljack spoke, turning to me. **"We can face each other tomorrow, if that's okay with you, Mirage."**

**"****I'm fine with it"** I responded.

**"****I think... I think I'll head back to the base"** Bulkhead said, turning to the portal. **"I'm just gonna get in the way."**

**"****It's probably for the best" **Smokescreen agreed.** "I'll go with you."**

**"****Me too" **Arcee and I said at the same time.

* * *

><p>As I slowly exited through the portal with Arcee, Smokescreen, and Bulkhead, the first thing I saw was Ratchet, standing in front of us, arms folded behind his back, and a glum expression on his face.<p>

**"****Bumblebee told me what happened just before you entered"** he said, unfolding his arms **"I just wanted you all to know, you all did did your hardest out there. You managed to find Kickback... Or "Waspinator" as we should call him now, and you came close to getting him back." **

**"****Not close enough, though"** Arcee grumbled, walking past him. **"I'll be back on patrol with Jack again, if any of you need me. Call me if Bee and the others find something" **she said again, exiting the room.

**"****I'll be in my room... Meditating" **I said, preparing to turn down the hall.

**"****I'll be... Here. With Ratchet and Bulk, I guess"** Smokescreen said, looking up at Bulkhead.

**"****Wanna go lobbing? Ya'know... To get the stress out?"** The green goliath asked him. **"I could really go for a match."**

**"****I guess I could go a few rounds, sure"** Smokescreen replied, smile forming, as I began to walk away. **"Just... Don't let that "stress" get you throwing as a hard as you can, okay?" **He laughed. **"Remember, I'm no Wrecker when it comes to durability."**

* * *

><p><strong>"<strong>**Come on, Arcee... Where are you..."** I said to myself quietly, and rather impatiently, as I stood alone on the dark, deserted road, awaiting the promised duel. I held my real sword out of its sheath, in both my servos, running my finger across the blade of it as the moonlight reflected off it, creating a small, but noticeable glare.

Despite the fact that it was as quiet as a graveyard, I couldn't shake the feeling of something being off. Almost as if somebody was watching me. I took in, and let out a deep breath.

The words of Bludgeon's teachings went through my mind._ If you were to ever choose between the most sensible conclusion, or instinct, go with instinct_ I thought, taking the quote into consideration at this moment. Just this lesson has saved my life on more than one occasion.

I heard a small shift of sand and pebbles behind me, something the wind usually did, which was nothing out of the ordinary. Only, there was one small problem. I gritted my teeth into a smile of realization.

There was no wind tonight.

**"****Hello... Smokescreen" **I sighed, turning around. I faced the familiar silver-and-blue Autobot standing a few dozen yards behind me, in a sneaking posture. He clearly looked surprised.

**"****I've been waiting to meet you for some time now" **I said again, smirking.

**"****Um, uh... Phase-Out, I presume?"** He asked. **"How did you know I was behind you?"**

**"****Let's just say your stealth needs practice" **I replied. **"What are you doing out here, anyway?"**

**"****Getting... Getting answers" **he breathed, a more serious expression appearing on his face.** "Arcee is a good friend of mine, and I don't trust friends around strangers. Especially really shady ones that conceal their true intentions. Ya'know, kinda like you."**

**"****My intentions are none of your concern"** I said back to him.

**"****Yeah, well... I believe they are my concern"** he rebounded. **"Arcee told me you said if she beats you, you'll tell us everything. I wonder... Would the same go for me?"**

**"****No" **I replied. **"It's between me and her only."**

**"****Pity"** he said, kicking some sand. **"It looks like it's gonna be the hard way, then."**

**"****Hard way?" **I asked, somewhat confused.** "Don't tell me you plan on actually fighting me."**

**"****Well, I gotta get answers one way or another"** he shrugged. **"Are you telling me you don't have the ball-bearings to take on a hot-shot like myself?"**

**"****That's not the reason why" **I replied, turning my back to him. **"I'm just afraid I might accidentally ruin that finish of yours"** I said again, in a mocking manor.

**"****Now, if you'll excuse me, I have a duel to-"** I was cut off when I felt him tackle me from behind, sending the both of us sprawling into the ground with a grunt.

I could hear him struggle to hold me down as he twisted right arm behind my back with one arm, and pinning my other with his free one. I puffed out dirt that got into my mouth, and started to move my head.

**"****I'm sorry, I couldn't quite get what you just said over the fact you're face is buried in the ground"** he quipped, letting out a small chuckle.

**"****You clearly don't know who you're dealing with"** I scoffed, turning my head enough to look at his smug expression.

**"****Oh yeah? Show me just who I'm dealing with, then" **he asked, arrogantly.

**"****With pleasure"** I replied, bending my legs and kicking him in the back, throwing him off me with yelp of surprise, and sliding along the tar of the road.

Jumping back onto my feet, I took in a breath, and cracked my knuckles together, smiling menacingly as Smokescreen started to stand up, rubbing his head.

**"****Time to teach you a lesson in respect, kid"** I sneered, unstrapping the bands that held my real, and holographic swords in place on my back, letting the them fall into the sand with a clatter of metal, leaving me unarmed.

**"****You said you wanted a fight. Well... Here it is."**


	12. Chapter 12: Confrontation

Chapter 12: Confrontation

**"****Do you yield?"** I asked Smokescreen, standing behind him, as he tried to break out of my chokehold. Sinking to one knee, I let him get out a gasp of air as he held onto my one arm, struggling to pull it off his neck.

**"****Never!"** He choked out, defiantly. A second later, I felt a minor pain as he tried to elbow me in my side. Letting him go, I responded in kind with a punch aimed at his lower back, getting a pained cough out of him, and watched him drop to the ground, narrowly catching himself before his face plummeted into the dirt.

**"****This ****_is_**** never"** I said, grabbing the scruff of his neck, forcefully lifting him back up to his feet. He reacted violently by roaring and swinging his arm at me, spinning around in the process, but I avoided the clumsy attack with a duck.

As I lifted my head back up again, I threw my knee into Smokescreen's stomach, apparently knocking the wind out of him, judging by how he clutched his chest, and bent over, wheezing.

Before he could recover, I spun and back-kicked him in the face with my heel, propelling him through the air like an enormous rock. He landed on the ground and rolled around in the dirt before eventually coming to a stop, in a jumbled heap near where my swords and sheaths laid.

**"****Do you yield?"** I asked him again, walking toward him as he let out a moan. He raised his head up, letting the reflection of the moon shine off his paint job.

**"****Heh... If you knew me at all, you'd know I wouldn't give up so easily"** he laughed, weakly, as he lifted himself up and rubbed his chin.

**"****You're smarter than you look, but that cockiness will be the end of you, someday" **I said, walking up to him again.** "I could do this all night, you know."**

**"****Or, at least, until Cee gets here"** he breathed.** "I've been wanting to watch you two duke it out since I first heard about you. She told me she really had you on the ropes last time you two met."**

**"****Did she now?"** I replied, placing a servo on my hip, thinking of last night.** "That was merely because I was having an... Off day. Nothing else."**

**"****An off day, huh? Do mysterious bots like yourself even have off days?"** He asked, smirking.

**"****Is it possible for you to actually hold your tongue and fight?" **I asked him back, in an annoyed tone. I ran and drove my fist at him, but he managed to narrowly dodge it by leaping to the left, somersaulting, and landing back on his feet.

**"****What's the matter?"** He inquired, looking into my optics as he turned to me again. **"Did I say something?"**

I shook my head and rubbed my face, letting out a soft sigh.** "You just don't get it" **I said back to him. **"And I'm not going to explain it to somebody like you."**

**"****Are you sure? I understand a lot of things, and... Wait a minute"** He said, interjecting me from my thoughts with the abruptness of his sentence.

When I took my servo off my face, I saw Smokescreen was wearing a large, toothy smile. **"Oh... I think I know what's going on here..."** He began. I started to dread what he was going to say next.

**"****You like Arcee, don't y-"** he tried to say, but was interrupted when I ran up to him with extreme speed and lunged at him with a roar, smashing my fist into his jaw, throwing him face-first into the ground.

I loomed over him as he rolled over to his back, only to discover he was laughing to himself.

**"****Oh, this is great..." **He chuckled. I knelt down and grabbed him by his collar with both my servos, viscously lifting him up, and glaring at him.

**"****You assume too much" **I muttered, coldly, pressing my face near his.

**"****Do I?"** He replied.

**"****You do"** I answered.

**_"_****_Do I?"_** He asked again, a smug grin planted on his face. **"Man, wait'll I tell her this..."**

**"****If you tell her that lie, I'll hunt you down and tear out your diodes, one-by-one with an old, rusted wrench"** I snarled, angrily. He didn't appear to be fazed in the least by my threat.

**"****Give me one ****_good_**** reason why"** he responded, as he attempted to pull my hands away from his neck.

**"****Why? Because the only bot I've ever cared about died when you were still being trained how to use a blaster" **I said again, letting go of him, and stepping back a few meters, turning my back to the Autobot.

A long moment of silence came between us.

**"****You really do like her, don't you?"** He suddenly spoke, sincerity in his voice. A few more, long seconds of much more awkward silence came between us, and rage began to swell up in me. I turned and stared at him.

**"****Say... That... Again" **I growled, threateningly.

His blue optics looked directly into mine, before looking away, as if in thought. He soon looked back at me, wiping off a dry stream of energon still stuck on his lip, before a small smile reappeared again on them.

**"****You-"**

* * *

><p><strong>"<strong>**Thank Primus that's over"** I said in relief, rubbing my sore servo while I walked past Smokescreen's unconscious body as it sat in the middle of the road. I don't think I ever punched someone so hard in my life.

When I walked up and went to pick up my sword and sheaths, I looked back at Smokescreen. A small smile went over my face.

**"****You did ask for it"** I shrugged, aiming my words to the unconscious Autobot, as I started to pick up my belongings.

Suddenly, a familiar humming of a motor sounded behind me. Looking over my shoulder, I saw a headlight appear behind one of the rock constructs, and one certain thought went through my mind as it got closer.

**"****Oh, however am I going to explain this..." **I mumbled, sarcastically, as I let out a sigh, thinking of the predicament I was in. I heard a screeching of tires on the pavement the second the headlights shone over Smokescreen's prone body.

**"****Smokescreen?"** Arcee yelled in a shocked voice. I saw her transform and run up to her fallen comrade, kneeling over and placing her servo on one of his dented arms.

**"****What in the Allspark did you do to him?"** She asked, angrily, lifting her head up to me with an infuriated expression on her face.

**"****Relax, he's only unconscious" **I answered, in a normal tone, flipping my sheaths into my other servo.

**"****Why... Why did you have to do that to him?"** She asked again, standing up.

**"****Hey, he attacked me first"** I retorted as she began to walk towards me. **"Also, he started to invade my privacy. He deserved no less."**

**"****No less?" **She exclaimed.** "Your "privacy" is worth beating him into unconsciousness over?" **

**"****Yeah" **I said. **"He was rather insulting. I'm just glad you didn't have to hear him like I did."**

**"****I know Smokescreen"** she began, looking briefly at him, before returning her gaze to me.** "He's not the insulting type... Sure, the occasional witty comment, but no insulting. Especially to bots he doesn't know."**

**"****Even ones like me?"** I inquired. Arcee only stared at me in response, closed her optics and grumbled, before opening them, a vicious glare curling onto her face.

**"****I'm going to make you pay for this" **she growled, throwing her arms back, and activating her arm blades.

**"****Good... Good! I was afraid we'd be unable face each other tonight, what with that interruption of your little... Friend, here"** I said in a cool, unsurprised tone. I pulled my real sword out of its sheath, and threw the bandolier away once more.

Rage and determination burned in her optics. I bent into a defensive position, just waiting for her to make the first strike. But, before either of us could attack one another, a voice began to mumble from behind Arcee.

**"****T-there's no need to fight over me..." **The familiar, sore-sounding voice chuckled. Arcee and I instantly turned our heads to Smokescreen's body, which had begun to move around, getting into a sitting-up position.

**"****Smokescreen... A-are you okay?" **Arcee asked with partial relief, turning her attention from me to her friend, arm blades disappearing. My expression went from one of mild astonishment, to annoyance.

**"****Never better, Cee"** he replied, as she began to help him up. **"And man, have I got something to tell you..."**

**"****How... How are you awake?" **I asked, angrily. He looked back to me and sneered.

**"****I only pretended to be knocked out" **he said in a tone akin to being a smart-aleck. **"That punch of yours still hurt like heck, though, so nice effort. Points for trying" **he snickered again, rubbing the cheek where I previously struck my blow against him, before turning to Arcee.

**"****As I said before, I think I should tell you something about Phase-Out..."** He started.

**"****Don't you dare!"** I snapped, stepping forward, pointing a finger at him.

**"****What is it? What's so bad that he has to say?"** Arcee asked.

**"****Remember that "privacy" thing he violated that I talked about earlier?"** I replied. **"It's that thing."**

**"****Oh"** She said. She turned back to Smokescreen again. **"Smokescreen, if it has anything to do with why he's here, don't tell me. I promised I'd earn his secrets by defeating him."**

**"****Oh, trust me, it's got nothing to do with ****_that_****" **Smokescreen sniggered in anticipation. **"It's much, much better..."**

**"****...But you're still not going to say it"** I growled.

**"****Yes I am"** he said.

**"****Um... Do either of you hear a buzzing noise?"** Arcee suddenly interrupted.

**"****What buzzing noise?"** Smokescreen asked.

**"****Shh, listen" **I said, raising my servo. Once it had gotten quiet, I could hear what sounded like a droning hum, and started to get louder. It sounded similar to a helicopter, and rather familiar, when I thought about it.

**"****Wait a second..."** Arcee said again, as each of us began to look around when the noise became even louder. **"I remember hearing something like this not even a few hours ago. It sounds like-"** she let out a gasp.

**"****Waspinator!"**

**"****Wait, you think that's-"** I tried to say, but I suddenly felt a tremendous force slam against me, throwing me through the air like a ragdoll, and dropping my sword in the process.

I tumbled about across the ground for a brief moment before catching myself on one leg, sliding a few more meters back. I had only a second to look up, before an angry-looking green mass threw its fist at me, only narrowly catching it after I raised my servos in time.

**"****You..."** I tried to say, under the strain of the Insecticon's unnatural might, looking into his familiar, purple, soulless optics as the light of the moon reflected off them. **"What are you doing here?"**

Dry saliva oozed from his open jaw, mandibles clattering in bestial fashion as he stared at me. He raised his other remaining servo, and brought it down on me, forcing me to take one of mine off to grab it before it hit me.

**"****Wazzpinator... Wazzpinator see phase-bot about to hurt Wazzpinator'zz friendzz"** he growled as he slowly enclosed his palms, crushing my servos. **"Wazzpinator can't allow that."**

I grunted as the pain began to affect me, and I was soon pushed to one knee under the strain.

**"****Waspinator! Stop!" **Smokescreen's voice went out. I was able to turn my head just enough to see him and Arcee running up to us. Waspinator appeared to not even register them.

**"****Good friendzz save each other" **he suddenly spoke as the two approached us. **"Wazzpinator good friend. Wazzpinator saving friendzz."**

**"****But he's not trying to hurt us"** Arcee said to him **"You need to trust me!"**

The Insecticon's grip only tightened.

**"****Waspinator, don't!" **Smokescreen spoke again. He jumped and grabbed one of Waspinator's arms, getting the Insecticon to look at him.

**"****Get off Wazzpinator!"** he screeched, letting go of one of my servos to swipe the hapless Autobot away. Before he could return his attention to me, I took the distraction to my advantage.

With a yell, I punched one of his lidless optics, stunning him enough to get him to let go of my other servo. He clutched both servos onto his eye as I jumped back a sizable distance.

**"****You think you can hurt Wazzpinator?" **He snarled, lifting his three-clawed hands off his face. Arcee ran in front of me when he looked as if he was about to charge me.

**"****He's not evil!"** She shouted to the Insecticon. **"You need to believe us!"**

**"****If you really are our friend, you'll listen" **Smokescreen continued, walking up to Waspinator. The bug looked at him, then back to Arcee, in a confused manor. Finally, he hesitated, and let his guard down. I did the same.

A few seconds later, Arcee let out a relieved sigh and turned to me, a smile on her face.** "Heh. Well... Tonight's sure been full of surprises hasn't it?"** she shrugged.

**"****Thanks for that" **I responded, smiling in reply. I looked over her shoulder and saw, to my ire, Smokescreen, with a smug grin on his face at the sight. Unbeknownst to him, I also saw Waspinator... And he had begun slinking towards my fallen sword, soon picking it up.

**"****This yourzz?"** He asked.

**"****Yes... It is"** I said.

**"****Ooh, then let Wazzpinator... Return it!"** He shrieked, suddenly flying at me at an alarming speed, sword in hand.

**"****Get down!"** I shouted. Arcee, who was still facing me, turned only in time to see Waspinator lunging towards us with a crazed look on his face. With only a second to spare, I shoved her out of the way.

The brunt of Waspinator's tackle felt like I was being hit by a freight train going at max speed down its tracks. I felt the wind getting knocked out of me when we smashed into a large, nearby rock, and could even hear the cracking of the structure when we impacted into it.

I sunk to the ground, wheezing heavily when Waspinator let go of me, as I tried to regain my wits.

**"****No!" **I suddenly heard being yelled out, from Smokescreen's voice. I opened my optics, but before I could do anything, I felt a tremendous, surging pain hit my stomach. Immediately looking down, I saw, to my utter disbelief and shock, my own sword sticking out of my abdomen, completely impaled in it, energon leaking from the wound. When I looked up, I saw the green Insecticon holding the sword himself.

**"****How doezz it feel, Phase-bot? How doezz it feel to suffer for trying to do bad thingzz?" **He hissed, slowly pushing the blade further into me and the rock.

I struggled like a cornered animal to escape, grabbing the sword's blade with my bare hands, trying, and failing, to keep it from sinking into my body. My legs and feet pushed at the ground, leaving nothing but marks in the sand as I began to cough up energon from my mouth.

That wasn't a good sign.

**"****Beg for mercy, and Wazzpinator extinguish spark without using painful sting"** he whispered as he let go of sword, once it was completely embedded in my body and the stone, the only part of it sticking out being the handle.

**"****R-rust in the Pit, s-s-scrap-eater..." **I spat, getting some of the energon in my mouth onto Waspinator's face. He stood up, but only for a moment before getting hit by blaster fire.

I looked over and saw Smokescreen's battered frame launching a volley of shots at Waspinator, who raised his arm in an attempt to shield himself.

**"****Get away from him!" **He yelled out, continuing to bombard the Insecticon with blue-tinted rounds from his blaster.

**"****Stay out Wazzpinator'zz way!" **Waspinator yelled back, rushing up to the Autobot. I felt a hand touch my shoulder as I continued to hack up more energon, and turned to see it was Arcee's servo. She was knelt over beside me, wearing an expression of deep worry.

**"****Hold still. I'm going to pull that sword out of you" **she said, in a calm manor. She turned her attention to the sword currently impaled in my chest, and started to tug on it.

I looked over her shoulder when I heard a muffled scream coming from Smokescreen's direction, as I attempted to help get the blade out. Waspinator had grabbed a hold of Smokescreen's arms, and vomited a green, gooey substance onto his face, covering it and blinding him. He threw the now impercepted Smokescreen away and turned to me.

**"****A-Arcee, get out of the way!"** I groaned, coughing up more energon, when I heard the Insecticon activate his T-cog. He was about to charge.

**"****No, I've almost got it out!" **She objected, still trying to wrench the weapon out of my stomach.

**"****Kill!" **Waspinator screamed, springing toward me in his giant wasp form, an obsessed craze in his optics. **"Kill! Kill! Kill!"**

With no time to waste, I grabbed both of Arcee's shoulders, and flung her away with all my might before she could protest. I stared forward and saw the bug, still flying towards me, lifting his stinger as he prepared to plunge it into me.

I took in a deep breath, resigned to my fate, as Waspinator came upon me. He thrust his stinger forward, and I braced for its impact, helpless to stop anything, optics squinting. The Insecticon roared when he was just a few mere feet away.

Without any warning, a blurred, blue shape jumped in front of me at the last second. I heard the stinger impact with a squelch of metal, followed by a yell of pain from the shape. My optics widened in absolute horror after the body fell limp to the ground, in realization of what had happened.

Arcee had jumped in the way.


	13. Chapter 13: My Humbling River

Chapter 13: My Humbling River

**_"_****_Winglancer? Respond, damn it!"_**_ I yelled into the mic for at least the twentieth time since I abandoned my mission, scouring every inch of the fog-racked battlefield for any clue of her. Once again, only silence heeded my call. I grumbled, and continued on._

_The no-man's-land appeared deserted, as I had encountered no other bots since I ran from the Autobot's base, save for several lifeless corpses, but there was still plenty of mortar fire going around. Speaking of which, I heard a whistle from one arriving overhead._

_Diving out of the way, I heard an explosion from a few dozen meters behind me. Bits of metal and rock were thrown up in the air, before showering down upon me and the nearby landscape like some foul parody of rain._

_I jumped up from the ground and continued to run through the ruins, undaunted. Mist and smoke surrounded the broken buildings and walls like an ensemble of spirits, and the more time that went by, the more I worried._

_Suddenly, as I was about to call into it again, I heard a transmission come through. I listened intently, mind completely filled to the utter brim with hope._

**_"_****_Ph-Phase-Out?" _**_Winglancer's voice spoke, through static. My spark began to sink the moment I heard how weak her voice sounded._

**_"_****_Winglancer? Yes. Yes it's me! What's your position? Did anything happen to you?" _**_I hastily replied. My spark sank even lower from what I heard next._

**_"_****_Thank Primus... I... I got hit by a sniper... N-need... Aid..." _**_She moaned, from what sounded like behind clenched teeth. _**_"I'm just... Just a mile n-north of your position..."_**

**_"_****_I'll be right there!" _**_I responded, immediately changing my course. _**_"Keep staying connected, and don't go anywhere!"_**

**_"_****_Heh... As if I was even able to move..." _**_She said again. _**_"Just... Get here quickly. It looks... Bad."_**

* * *

><p><em>A short time later, I arrived in the middle of the battlefield, which was completely devoid of buildings, but was littered with debris, chunks of scrap metal, craters, and the fallen.<em>

**_"_****_I'm in your area, but I can't find your signal" _**_I said into the mic, looking around the field of death with widened optics._

**_"_****_I'm... Over here" _**_her voice said again, but it wasn't coming from my mic. Spinning my head around, I saw instantly saw a servo stretching out in the air from inside a depression in the ground, just nearby._

**_"_****_Oh no, Winglancer!"_**_ I cried out, running up to it. I looked into the ovular-shaped crater and saw a horrid sight._

_Inside it, Winglancer laid on the ground. To my horror, I saw she was missing her left arm, wires crackling from the stump, and her entire bottom half had been ripped completely off. There was also large, smoking hole in her stomach, heavily leaking energon and stray, knotted wires. She let out a sigh and dropped her arm. _

**_"_****_Don't worry, I'm here" _**_I said, running next to her, kneeling, and lifting her into my arms. She turned her head to me, slowly, her visor up, and red optics glowing faintly, partially flickering. _

**_"_****_H-hey"_**_ she greeted, with a smile forming on her lips. She grabbed one of my servos and gripped it tightly._

**_"_****_Hey" _**_I replied, a look of concern spreading across my face. _**_"How are you feeling?"_**

**_"_****_Well, I can't... I-I can't feel my legs" _**_she replied, motioning to her missing bottom half, followed by weak laughter. She went into a coughing fit just moments after, and energon began to drip down her lips._

**_"_****_Don't worry, I'm going to get you out here" _**_I said again, as I cushioned her head with my free servo._

**_"_****_Primus, I really did a number on that combiner, too..." _**_She started, looking toward the grey sky as the artillery continued to thunder across it, as if in a daydream or deep thought. _**_"...Then came that damned sniper... Heh... G-guess I shouldn't h-have been so cocky."_**

**_"_****_Shh, don't talk, you need to save your strength"_**_ I said in a calm, but stern manor, as I cradled her body in my arms._

**_"_****_I don't need it" _**_she replied, almost blandly. I looked back at her with an expression of shock._

**_"_****_What... What do you mean?" _**_I responded. _**_"I... I can carry you back to base! It's just a few klicks away... I... We can get a medic to patch-"_**

**_"_****_We both know I'm not g-going to make it" _**_she interrupted, as her optics stared deeply into mine._

**_"_****_Don't say things like that. You _****are****_ going to make it. You can't just give up! I love you! I _****need****_ you!" _**_I said to her._

_She looked back up to the sky, silently._

**_"_****_Love is such a stupid thing, when you think about it" _**_she finally spoke._**_ "It gets you all wr-wrapped up in its comforting waves, and just when you th-think it'll last forever, it gets taken away f-from you, leaving you all alone in a... A flood of meaninglessness. A humbling river..."_**

**_"_****_You can't just give up" _**_I said again, tears starting to build up from behind my optics. _**_"I need you! You can't just leave me alone! You can't! You... Can't..."_**

_I could feel her grip on my servo tighten as she looked back at me, smile reappearing._

**_"_****_You need me. Heh, I g-guess... I guess that makes me your humbling river, doesn't it?" _**_She breathed. I could see a single tear fall from her optic as her smile disappeared. _**_"I love you, Phase-Out. You made my life worth living..."_**

**_"_****_No... Please, no..." _**_I begged, lowering my head to hers, tears streaming down my face._

**_"_****_No matter if it takes an eternity, we _****will****_ see each other again, my love... We will..."_**_ She sighed. _**_"Just... Just don't let yourself let th-that eternity come... Too... Soon..."_**_ She quietly said again,_ _as her grip began to falter, and her eyelids started to close, filling me full of dread._

_With those final words, Winglancer's head lowered, and, in what I hope was peace, silently passed away in my trembling arms, leaving me, alone, on the battlefield._

**_"_****_Winglancer... No... Please..." _**_I sobbed, pressing my head against hers. It took me several excruciating minutes to realize she, perhaps the only thing I ever cared about in this miserable universe, was gone. Gone forever, and there wasn't a thing I could do. And I screamed at the unfairness of it. At the unfairness of life._

_Something inside of me died that day. I could feel it leave my spark as I carried her body off the battlefield._

And now, as impossible as it sounded to me, it was all happening again.

* * *

><p><strong>"<strong>**No..." **I gasped, as Arcee laid on the ground next to me, unmoving, still as death. Waspinator saw what he had done, and looked very shocked at how his attack had failed to hit its proper target.

**"****Arcee-bot, why you have to get in Wazzpinatpor'zz way?"** He asked her body, stepping back in surprise.

**"****You... You killed her"** I growled, focussing my attention on the wretched Insecticon. He shifted his optics to me, which had become widened from the events that had unfolded.

**"****You... ****_Bastard_****!"** I cried out in anger. Grabbing the hilt and pommel of my sword with both hands, I started to pull outward on it, in a way that could easily rupture more of my innards, but I didn't care. Life cheated me once. I wasn't going to let it just get away with it again. I snarled through the pain, ignoring it.

_Cheat me once, shame on you._

The sword finally wriggled out of the rock, and I jumped to my feet, sword still in my chest, and stared at Waspinator dead in his optics with a viscous glare. The sight of me must have frightened him, because he cautiously stepped back a few more feet, before tripping over Smokescreen's writhing body, and into the dirt.

_Cheat me twice, prepare to die._

Grabbing my sword again, I felt it slide out of my stomach in such a smooth way, I probably would have mistaken it for coming out of its sheath. I suddenly spewed forth a stream of energon from my mouth the second it was out of me, giving me a sick feeling, but I paid it little mind.

**"****No, Wazzpinator not mean to hurt Arcee-bot! She got in Wazzpinator's way! Sting wazz for you!"** He cried out, standing up as I stalked toward him.

**"****You missed"** I said in a low, threatening manor, dried energon completely covering my lower mouth. **"You shouldn't have missed!"**

I rushed at him before he could prepare himself, and, somewhat clumsily, thrust my blade forward at my hated foe.

He was too slow to dodge it, and, with a cry of pain, my blade went through his left arm like wet paper, completely severing off at the elbow, causing the appendage to fly a few dozen meters away before finally landing.

Green energon leaked from his stump, and he continued to let out a long, continuous whine while he stared at his wound.

As I was about to charge at him again, I suddenly felt a faint, numbing feeling in my right leg, and lurched forward in an uncontrollable fashion, falling to one knee, just as I was upon Waspinator. I looked up and saw him look back at me, hate in his optics.

He raised his claw to strike at me, but I planted my sword and the ground in front of me, and pushed off with it, falling back a few meters as it came down on me, avoiding his attack.

I fell onto my back, and quickly got back up when Waspinator started to approach me. He growled and reached his remaining servo to grab at me, but I slashed my blade upward, creating a diagonal gash across his chest, repelling him.

He used his wings to retreat, flying a far distance back. As he fussed with both his newfound wounds, I used the distraction to think of what to do next, and my thoughts instantly turned to Arcee.

taking in a deep breath, I looked down and saw Smokescreen lying next to me, still struggling with the rubbery goo that remained attached to his face, vague, muffled yelling coming from underneath. I bent down and placed my blade on the substance.

**"****Don't move" **I said, and soon after, Smokescreen stopped his fidgeting. With a quick pull, I made a swift cut through the material, creating a small fissure, which Smokescreen proceeded to place his fingers around, and started to tear it off his face.

With a gasp, he sat up, looking around wildly, before looking at me with his blue optics.

**"****Thanks" **he breathed, throwing the strands of goo away.

**"****No time. I need you to help Arcee. Now"** I commanded.

**"****Wait, what do you mean? What happened to her?"** He asked.

**"****She's back there-"** I started, pointing in her direction, but before I could finish, a loud noise from behind me took my attention off him. We both turned and I saw Waspinator had landed next to us, a glare in his optics.

I raised my sword in retaliation, but it was smacked from my weakened servos, and I felt a clawed hand grab my throat before I could do anything else. Grabbing ahold and getting a grip of the monstrous arm with both my servos, I looked strait at Waspinator, then back to Smokescreen.

**"****Get... Arcee!" **I choked out, as Waspinator lifted me up from the ground, and into the air as he looked at me, menacingly. I saw Smokescreen scramble off just before I looked back to the bug.

**"****Wazzpinator kill you now!" **The Insecticon bellowed, tightening his claw around my neck. I lifted my leg up and proceeded to kick him in the face, apparently breaking a few dozen of his hundreds of fangs in the process.

**"****Grah!" **He cried out, dropping me to the ground, where I landed in a heap. I coughed up a few more drops of energon as I lifted my head, and the first thing I saw was my sword, laying in the dirt, a few meager feet from me, and all I felt was pain.

I crawled toward it as fast as I could, and right after I grabbed the hilt, I heard another enraged roar coming from behind me. I was only able to get on one knee when the thumping of Waspinator's feet on the ground got extremely close to me, and, without even thinking, I closed my optics, spun around and blindly thrust my sword forward.

The feeling of my blade impacting on something solid, coupled with a pained gasping noise told me I hit home. I opened my white optics to meet Waspinator's, purple, twitching ones. We both simultaneously looked down at how my sword was pierced through his chest all the way up to the wristguard, and the blade itself was sticking out of his back like a dorsal spike.

We both looked back at each other, a look of disbelief on the Insecticon's face, before I turned my own face into a scowl, and, in a rather merciless manor, tore my sword out of Waspinator's body. He lowered his arm and fell to his knees as I stumbled off mine.

**"****Y-you deserve to die for what you did..." **I started, lifting my sword from my side, and tapping the tip of it against Waspinator's neck. **"...For wh-what you did to ****_her_****."**

**"****Arcee-bot..." **Waspinator hissed, lifting his head, after I lowered my sword again.** "****_You_**** did that to Arcee-bot. Wazzpinator knowzz you somehow did it. Wazzpinator will get you for this."**

He started to stand up again, and I gripped my sword tightly again, with both my servos, lifting it up again.

**"****Wazzpinator will kill you..."** He said again, walking towards me, arm outstretched. I took in as deep of a breath as I could, and readied my weapon.

**"****Wazzpinator will destroy you!"** He screamed, fully running toward me. As he was about to be upon me, I lunged towards him with a roar of my own, and swung my blade with quick, and deadly precision, watching every second as it dashed fully through his neck.

When I landed on he ground, I instantly turned my head again, and did it just in time to see Waspinator's head plummet to the dirt next to me, antennas twitching to and fro, jaw opening and closing as if it was trying to talk, before it finally went still.

I turned my head further when something else caught my optics, and it was that the Insecticon's body was still standing. It deeply disturbed me to see it hobble about, energon spurting from its neck like a dying geyser, before it eventually turned to me in the most chilling way. After staggering toward me in manor akin to a drunkard for a few seconds, as if knowing where I was, it suddenly went limp, and crashed to the ground.

* * *

><p><strong>"<strong>**You didn't have to kill him, Phase-Out" **Smokescreen said when I stumbled near him, as he stayed kneeled over Arcee's body. My vision had blurred, most likely from energon loss, but I no longer cared.

**"****I b-beg to differ"** I replied, as I hacked up another bout of energon into my hand, no doubt from the damage that caused the small hole that went through my lower body. **"He killed her, I killed him. It's only fair."**

**"****She's alive, you rustbucket" **he said in a mix of a scoff and a laugh.

**"****Wh... What?"** I said, dropping my sword in surprise.** "H-how?"**

**"****The venom from that sting only paralyzed her. She's basically unconscious" **he said again, as he folded one of her arms over. **"I just checked her vitals. Her spark's going as good as mine or..." **He stopped short after getting a good look at me.

**"****...Probably yours, too."**

**"****Well... Scrap" **I sighed, keeling over weakly and slowly sliding down the rock where I had previously been impaled to, next to Arcee and Smokescreen. Millions of thoughts went through my mind as looked at them, then back to Waspinator's body. Some were about my mission, some were about Arcee, and some were about Waspinator.

**"****While we're the only two conscious ones here, I think I should tell you something about myself"** I started, thinking of a clever idea that could get me out of the situation I realized I was now in.

**"****Why's that?" **He asked.

**"****Well, tonight's sure been full of surprises, hasn't it?"** I said, looking toward the sword I dropped, moonlight reflecting off it. **"Why not say a few more and get them out of the way?"**

* * *

><p><strong>Author's Notes:<strong> Man, oh, man. I've been waiting and planning nearly TWO FREAKING MONTHS to write out that scene of Winglancer's death, and it's finally come! (sorry if I sounded sadistic there)

Oh, and I'm thinking about starting another story, and this time it takes place in the Shadow of Mordor universe, and it's about an Uruk assassin who's trying to take down Talion out of vengeance for his missing eye. I'm not sure you guys would be happy about that, so tell me if it is, or isn't okay in the comments, please. I _really_ need your opinions on that.

oslA, fi ouy kniht rotanipsaW si daed, uoy era yleros nekatsim! ylraelC uoy evah ton nwonk fo sih tnerappa ytiliba ot evivrus hcus cifirroh seirujni.


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